FORM 10-QSB

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

[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 1998

[   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from  ________ to ________

Commission File  #0-11078

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

Colorado                                 84-0838184
(State or other jurisdiction   (IRS Employer Identification
of number)                     incorporation, or organization)

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

(405) 840-6031
(Registrant's telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the 
Securities Exchange Act of 1934 during the preceding 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 registrant's common stock outstanding as 
of March 31, 1998:          12,399,079

Transitional Small Business Disclosure Format      YES__   NO X  

THE AMERICAN EDUCATION CORPORATION

INDEX
 
                                                       Page No.

PART I - FINANCIAL INFORMATION

Item 1     Consolidated Balance Sheets                     3
March 31, 1998 and December 31, 1997

Consolidated Statements of Operations                      4
For the Quarter Ended March 31, 1998 and for the Quarter Ended 
March 31, 1997

Consolidated Statements of Cash Flows                      5
For the Three Months Ended March 31, 1998 and for the Three 
Months Ended March 31, 1997

Notes to Interim Financial Statements                      6

Item 2     Management's Discussion and Analysis of Financial 
Conditions and Results of Operations                       8

PART II - OTHER INFORMATION							

Item 1     Legal Proceedings                              10

Item 2     Changes in Securities                          10

Item 3     Default on Senior Securities                   11

Item 4     Submission of Matters to Vote of Securities
           Holders                                        11

Item 5     Other Information                              11

Item 6     Exhibits and Reports on Form 8-K               11

SIGNATURE PAGE                                            13

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

                                     31-Mar-98         31-Dec-97	
                                     Unaudited          Audited	
ASSETS										

Current assets:							
     Cash                           $   207,611      $   283,636	
     Accounts receivable, net of 
     allowance for uncollectible
     accounts of $26,439 and 
     $32,805                            897,776          623,287
     Inventory                           48,382            8,168
     Prepaid expenses and deposits      249,459           32,593
     Deferred income taxes               11,801           13,122
                                      ---------        ---------
     Total current assets             1,415,029          960,806

Property and equipment, at cost         331,510          314,998
     Less accumulated depreciation
     and amortization                  (160,073)        (150,938)
                                       ---------       ---------
          Net property and equipment    171,437          164,060

Other assets:
     Capitalized software costs,
     net of accumulated amortization
     of $1,048,802 and $1,000,730       853,764          764,505
     Organizational costs                31,564
     Goodwill, net of accumulated
     amortization of $6,021             234,814
     Deferred income taxes net of
     valuation                        1,361,669        1,506,032
                                      ---------        ---------
Total other assets                    2,481,811        2,270,537
									
Total Assets                      $   4,068,277    $   3,395,403
                                      ---------        ---------

LIABILITIES AND STOCKHOLDERS' EQUITY					

Current liabilities:								
     Accounts payable trade         $   216,846      $   132,156
     Accrued liabilities                358,462          319,818
     Accounts payable - Affiliate        86,824           18,000
     Customer Deposits                  138,474          125,739
     Current portion of long term debt   32,442            8,021
     Income taxes payable                16,510            9,512
                                      ---------        ---------
Total current liabilities               849,558          613,246

Long-term debt                           85,494           58,000 
Capital lease obligation                 49,466           46,761
                                      ---------        ---------
Total liabilities                       984,518          718,007

Commitments and contingencies               0                0

Stockholders' Equity
     Preferred Stock, $.001 par value;
          Authorized - 50,000,000 shares
          - issued and outstanding - none   0                0
     Common Stock, $.025 par value
          Authorized 15,000,000 shares
          - issued and outstanding -
          12,399,079 shares.            309,977          304,590
     Additional paid-in capital       5,426,955        5,237,093
     Retained Earnings / (Deficit)   (2,864,287)      (2,864,287)
     Current Year Earnings              211,114
                                      ---------        ---------
Total stockholders' equity            3,083,759        2,677,396

Total liabilities and stockholders' equity
                                    $ 4,068,277     $  3,395,403
                                      ---------        ---------

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

THE AMERICAN EDUCATION CORPORATION						
CONSOLIDATED STATEMENTS OF OPERATIONS					
THREE MONTHS ENDED March 31, 1998 AND 1997				
(unaudited)									
                                      31-Mar-98       31-Mar-97

Net Sales                           $  1,170,220   $    772,741
Cost of goods sold                       121,454         87,591
                                      ----------      ---------
Gross profit                           1,048,766        685,150	

Operating expenses:								
     Sales and marketing                 364,530        174,094
     Operations                           64,506
     General and administrative          177,959        280,331
     Amortization of capitalized
     software costs                       47,851         19,870
                                      ----------      ----------
Total operating expenses                 654,846        474,295

Operating earnings                       393,920        210,855

Other income / (expense)							
     Interest income                       2,386            524
     Interest expense                     (4,228)        (1,693)
     Other                               (28,280)         3,036
                                       ----------      ----------
Net earnings before taxes                363,798        212,722

     Deferred income taxes               145,684         76,580
     Valuation allowance - 
     change at beginning of year                        (76,580)
     Current income taxes                  7,000
                                       ----------      ----------
Net earnings                         $   211,114     $  212,722
                                       ----------      ----------

Earnings Per Share

     Basic                           $     0.017     $    0.017
     Diluted				 $     0.016     $    0.015 

The accompanying notes are an integral part of the financial 
statements.	
								
THE AMERICAN EDUCATION CORPORATION						
CONSOLIDATED STATEMENTS OF CASH FLOWS					
THREE MONTHS ENDED MARCH 31, 1998 AND 1997				
(unaudited)                            31-Mar-98     31-Mar-97

Cash flows from operating activities:					
Net income                          $   211,114     $   212,721
     Adjustments to reconcile net
     income to net cash provided by
     (used in) operating activities:			
     Depreciation and amortization       63,228          39,232
     Reserve for bad debts               (6,366)         (3,010)
     Stock issued for compensation       20,249

Changes in assets and liabilities:						
     Accounts receivable               (183,019)       (279,406)
     Inventories                        (16,233)         (1,716)
     Prepaid expenses and deposits     (206,562)         18,976
     Deferred tax asset                 145,684
     Accounts payable and accrued
     Liabilities                         90,608          20,101
     Accounts payable - Affiliate        68,824
     Income taxes payable                 6,998
     Customers deposits                 (14,905)        (46,736)
                                       ---------       ---------
     Net cash provide by (used in)
     operating activities               179,620         (39,838)

Cash flow from investing activities:					
     Acquisiton of net assets of
     Subsidiary                         (70,275)             -   
     Capitalized software costs        (137,331)        (92,044)
     Capitalization of organizational
     Costs                              (31,564)             -
     Net property additions             (12,646)         (6,286)
                                       ---------       ---------
     Net cash used in investing
     Activities                        (251,816)        (98,330)

Cash flows from financing activities:
     Payments on notes/lease
     Obligations                         (3,829)             -
                                       ---------        --------
     Net cash provided by
     financing activities                (3,829)		 -

Net increase (decrease) in cash         (76,025)       (138,168)
Cash at beginning of the period         283,636         193,347
                                       ---------        --------
Cash at end of the period            $  207,611       $  55,179
                                       ---------        --------

Supplemental Cash Flow Disclosures:						
     Interest paid                   $	  -         $      -

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

THE AMERICAN EDUCATION CORPORATION
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIODS ENDED MARCH 31, 1998 AND 1997

Nature of Business and Summary of Significant Accounting Policies

1. Nature of Business

The American Education Corporation (the Company) and its 
subsidiary's business is the development of educational computer 
software, and its distribution to school districts nationally.

2. Basis of Presentation

The summary of significant accounting policies of The American 
Education Corporation 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 
results from its wholly owned subsidiary, Projected Learning 
Programs, Inc. All material intercompany transactions have been 
eliminated.  

The interim financial statements at March 31, 1998, and for the 
three month periods ended March 31, 1998, and 1997 are unaudited, 
but include all adjustments which the Company considers necessary 
for a fair presentation.  The December 31, 1997, 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 and 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, 1997.  The accompanying unaudited interim financial 
statements for the three-month period ended March 31, 1998 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 and 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 
91-1 on software revenue recognition.

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 acquisition by the Company in 1998 of 
Projected Learning Programs, Inc. and is amortized over a period 
of 10 years.

6. Inventories

Inventories are stated at the lower of cost (first-in, first-out) 
or market and consist primarily of raw materials.

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 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.

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 Income Per Share

The Company has adopted Statement of Financial Accounting 
Standards No. 128 "Earnings Per Share" (SFAS 128) as required, 
effective November 1, 1997. SFAS 128 requires presentation of 
basic and diluted earnings per share, including a restatement of 
all prior periods presented. Basic earnings per share is 
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, warrants, and convertible securities.

The weighted average number of basic and diluted common shares 
outstanding is as follows:

                      March 31, 1998               March 31, 1997
Basic                   12,206,985                   12,170,828
Diluted                 13,361,931                   13,833,730	

11. Stockholders' Equity 

On March 11, 1996 the Company granted options to employees, 
officers, and directors, to purchase 1,301,195 shares of common 
stock at $.50 per share.  The options expire March 11, 1999. 
Additional options were issued on January 23, 1998 to 24 
employees in the amount of 230,500 options. These options expire 
on January 23, 2001 or, like the previously issued options, 
ninety days after termination of employment. No options have been 
exercised and 103,000 options have expired due to termination of 
employment.

During the first quarter of 1998, the Board of Directors approved 
the issuance of a total of 40,500 shares of common stock as an 
annual bonus for contributions made to the Company in 1997.  
The recipients of 10,000 shares each as a bonus award are: 
Jeffrey E. Butler, President; Thomas Shively, Executive Vice 
President; and Jeffrey E. Butler, Jr., Vice President of 
Marketing.  In addition, Patrick Timmons, Director of Programming 
was awarded 7,500 shares and each of the outside directors Newton 
Fink, Monty McCurry and Stephen Prust were each awarded 1,000 
shares of common stock. 

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

The Company views accounts receivable, inventory, and cash as its 
principal measures of liquidity.  To supplement its anticipated 
short-term working capital requirements, the Company has, in the 
past, entered into various convertible loan agreements beginning 
in January 1991, with private investors. Several of these loans 
were convertible into common stock of the Company at conversion 
prices ranging from $.1346 to $.50 per common share.  These loans 
were converted into common stock of the Company in June of 1996.  
At December 31, 1997 and March 31, 1998, $50,000 of convertible 
notes, with a conversion price per share of $.1346, remain 
outstanding.

The Company's working capital was $565,470 at March 31, 1998, an 
improvement of $217,910 from $347,560 at December 31, 1997.  This 
significant improvement is associated with higher levels of 
sales, collection of sales proceeds, and retirement of short-term 
debt during the period.

Additional working capital beyond that available within the 
Company has been and may be required to expand operations.  
Management has and will consider options available in providing 
such funding, including debt financing and capital enhancement.

RESULTS OF OPERATIONS - QUARTER ENDED MARCH 31, 1998
AS COMPARED TO THE QUARTER ENDED MARCH 31, 1997

Revenues

Net software revenues for the three months ended March 31, 1998, 
totaled $1,170,220 compared to net software revenues of $772,741 
for the same period in 1997.  This represents an increase of 
approximately 51% in 1998.  The Company now has approximately 
3,400 registered school users of its products. 

Cost of Goods Sold

Cost of goods sold for the three months ended March 31, 1998, 
increased by approximately 39%, from $87,591 in 1997 to $121,454 
in 1998, even though sales increased by 51%.  This 
disproportionately low increase in direct costs reflects the 
efficiency in which software products are now produced on CD-ROM.  
The use of this medium also positively effects the cost of 
packaging, handling and freight associated with products that are 
marketed primarily into the school market, as opposed to 
traditional retail outlets.  Cost of goods sold represents the 
actual cost to produce the software products, including certain 
allocated overhead costs, a portion of which is fixed.  Actual 
component costs as well as the direct labor costs associated with 
the assembly of software products is now very low.  Excluding the 
costs of allocated overhead, product costs provide gross profit 
margins ranging from 75 to 95 percent on the Company's principal 
products.  As sales volumes increase, overall gross profit 
margins are expected to increase, as total allocable overhead 
costs remain relatively fixed. 

These improvements in overall gross margins were achieved with 
the consolidation in the first quarter of 1998 of the results of 
operations of Projected Learning Programs, Inc.  Projected 
Learning Programs, Inc. is a catalog reseller of specialty 
educational products and normally earns gross margins of 
approximately 45%.  During the first quarter Projected Learning 
Programs, Inc. produced sales revenue of $89,754, gross profits 
of $39,934 which was 44% of sales, and net income of $7,370, 
which was 8% of sales.  Projected Learning Systems, Inc. was 
acquired by the Company during the quarter ended March 31, 1998 
with the effective date of this acquisition of January 1, 1998.

Total operating expenses recorded for the three months ended 
March 31, 1998, were $654,846, compared to $474,295 for the 
previous year.  This represents an increase of approximately 38%.  
Selling and marketing costs increased by approximately 109%, from 
$174,095 for the three months ended March 31, 1997 to $364,530 
for the current period.  The increase in 1998 is related to 
expanded sales and marketing efforts and higher commission costs 
related to the higher sales levels achieved.  General & 
administrative expenses decreased by approximately 37% during 
1998, from $280,331 to $177,959. In the first quarter of 1998, 
for reporting purposes, the Company altered its form of 
presentation of its Statements of Operations to highlight and 
report separately General & Administrative and Operations 
expenses to provide additional detail for its shareholders.  The 
combined total of General & Administrative and Operations 
categories for the first quarter of 1998 was $242,465 which 
represents a decline of 13% from the single line item General & 
Administrative expense level for the comparable 1997 quarter. 
This decrease is a function of management's control of costs and 
expense levels during the period.

Operating earnings for the quarter ended March 31, 1998 were 
$393,920 versus $210,855 for the comparable 1997 quarter 
representing an increase of $183,065 or 87%.  Charges to Other 
Income during the quarter were primarily for interest and the 
accrual of authorized amounts for the employee bonus and 
incentive pool and totaled $30,122 resulting in pre-tax net 
income of $363,799.

The Company's pre-tax net income for the period ending March 31, 
1998 was $363,799, which was 71% higher than the pre-tax income 
of $212,722 reported by the Company for the same period of 1997.

Net after-tax earnings for the three months ended March 31, 1998 
decreased by approximately 1% as compared to the prior year as a 
result of a change in the Company's tax status.  This decline 
from $212,722 in 1997 to $211,114 in 1998 reflects the fact that 
the Company's earnings are now presented as being subject to 
state and federal tax treatment.  

Diluted earnings per share for the period ended March 31, 1998 
were $0.016 versus $0.015 for the same 1997 period, on the basis 
of the weighted average of 13,361,931 shares outstanding.  At 
December 31, 1997 the Company had 13,211,071 shares outstanding 
on a diluted basis. The change in shares outstanding are a 
primarily a result of shares issued for services and employee 
options for which the initial qualifying 6 month period had 
lapsed.

Prior to 1996, the Company had incurred net operating losses 
since its inception in 1981.  As a result, there was substantial 
doubt as to the realization of the $4,900,000 net operating loss 
carryforwards at December 31, 1995.  The Company has subsequently 
utilized approximately $1,200,000 of net operating loss 
carryforwards during the years ending December 31, 1997 and 1996 
as a result of improvements in operations.  Management believes 
that the Company will be generating net income in future years, 
and therefore, a deferred tax asset resulting from the net 
operating loss carryforwards, in the amount of $1,373,470, has 
been recorded to the Company's financial statements.  No 
valuation allowance has been recorded against the deferred tax 
asset.

Company management believes that significant future opportunities 
exist in both the school and home markets for the Company's 
products.  The Company is now equipped with Macintosh and Windows 
program shells that facilitate the rapid and inexpensive 
development of new subject titles.  Management also believes that 
the Company is better positioned to compete in the educational 
software market as a result of its software development tools and 
capabilities and growing marketing strengths within the school 
and home markets. In 1997, the Company initiated planning for 
products and methods for electronic distribution through the 
Internet. This area which is now emerging as a major market 
channel, is under study and the Company is investigating sources 
for intellectual property and potential partnerships with other 
publishers on which it may base future Internet commerce.  
Management believes that the Company can make significant 
progress within its existing product development and marketing 
budgets to position the Company to identify and plan products for 
the continued profitable expansion of the business.

THE AMERICAN EDUCATION CORPORATION

PART II - OTHER INFORMATION

Item 1.     Legal Proceedings

In October 1996, the Company became a party to litigation in 
United States District Court for the District of Columbia 
entitled Securities and Exchange Commission, Plaintiff v. The 
American Education Corporation, Defendant (the "Action").  In the 
Action, the Company admitted that, in violation of certain 
provisions of the Securities and Exchange Act of 1934, as 
amended (the "Exchange Act"), it failed to file, among other 
things, certain annual and quarterly reports.  The Company 
voluntarily entered into a Consent and Undertaking pursuant to 
which the Court will issue a Final Judgment of Permanent 
Injunction requiring the Company to (i) file all its delinquent 
Exchange Act reports and (ii) in the future, timely file all 
of its Exchange Act reports.  The failure to file any required 
report could result in a contempt citation, the assessment of 
fines against the Company, or an action by the Securities and 
Exchange Commission to deregister the Company's common stock. As 
of March 31, 1998 the Company was current with all filings with 
the SEC through the end of the fiscal year December 31, 1997.

During July 1997, the Company filed a trademark infringement 
action against Jostens Learning Corporation for unauthorized use 
of the Company's registered A+ trademark.  It is the belief of 
the Company that Jostens' unauthorized use of its registered 
trademark is damaging to the Company and is causing significant 
confusion for the Company's customers.  The Company has 
historically and successfully defended its trademark position 
when it became aware of illegal and unauthorized use.

Item 2.     Changes in Securities

On January 23, 1998 the Company granted to several of its 
employees options to purchase an aggregate of 230,500 shares of 
the Common Stock at prices ranging from $0.50 to $0.75 per 
share. Such options were issued in private transactions exempt 
from the registration requirements of the Securities Act pursuant 
to Section 4 (2) thereof.

On January 23, 1998 the Company issued the following number of 
shares of Common Stock as bonus compensation to the following 
individuals:

Jeffrey E. Butler              10,000
Thomas A. Shively              10,000
Jeffrey E. Butler, Jr.         10,000
Patrick A. Timmons              7,500
Newton Fink                     1,000
Monty McCurry                   1,000
Stephen Prust                   1,000

Such shares of stock were issued in private transactions exempt 
from the registration requirements of the Securities Act pursuant 
to Section 4 (2) thereof.

On February 26, 1998 the Company acquired Projected Learning 
Programs, Inc. in exchange for cash, a promissory note, and 
175,000 shares of Common Stock, which were issued to Richard F. 
Carle, Laura Carle, and James F. Cowee in an unregistered 
transaction. Such shares were issued in private a transaction 
exempt from the registration requirements of the Securities Act 
pursuant to Section 4 (2) thereof.

Item 3.     Default Upon Senior Securities

Omitted from this report as inapplicable.

Item 4.     Submission of Matters to Vote of Securities Holders

The Company will hold its annual meeting of shareholders at 10:00 
AM on May 29, 1998 at the Waterford Hotel, 6300 Waterford Blvd., 
Oklahoma City, OK 73118.  Matters upon which the shareholders 
will be asked to vote are: (i) Re-election of the current 
directors, (ii) the expansion of the Company's authorized number 
of common shares from 15,000,000 to 30,000,000 shares, (iii) 
ratification of Steakley, Gilbert and Bozalis, P.C., as the 
Company's auditors, and (iv) the approval of a Directors' Stock 
Option Plan and the Company's Stock Option Plan for employees.

Item 5.     Other Information

On February 26, 1998, the Company acquired the business of 
Projected Learning Programs, Inc. ("P.L.P.") pursuant to the 
terms of an Agreement and Plan of Merger, among the Company, 
P.L.P., PLP Holdings, Inc. (a subsidiary of the Company formed to 
accommodate the merger), and Richard Carle, Jr. and James F. 
Cowee (the "Sellers").  The Company paid the Sellers for the 
stock of P.L.P. as follows; 175,000 shares of the Company's $.025 
par value common stock, cash of $100,000 and a $50,000 promissory 
note. The note bears interest at 10% per annum and is payable in 
24 monthly installments of $2,307 beginning March 26, 1998.  The 
business of P.L.P. is to produce, publish and distribute computer 
software catalogs to various educational institutions throughout 
the United States. The operations of P.L.P. were relocated from 
California to Oklahoma City in March 1998 and will be operated as 
a subsidiary of the Company.  The closing date of the transaction 
will be effective as of January 1, 1998.

Item 6.     Exhibits and Reports on Form 8-K

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

Exhibit No.                    Description

Exhibit 3.1*                   Articles of Incorporation of The
                               American Education Corporation

Exhibit 3.2*                   Bylaws of The American Education
                               Corporation

Exhibit 4*                     Form of Certificate evidencing
                               ownership of common stock of 
                               The American Education Corporation

Exhibit 10.1**                 The Directors' Stock Option Plan

Exhibit 10.2**                 The Stock Option Plan for     
                               Employees 

Exhibit 27.1***                Financial Data Schedule (filed
                               only electronically with the SEC)

*       Previously filed with the Securities and Exchange 
Commission as an exhibit to the Company's registration statement 
on form S-18 (File no. 2-78660-D)

**     Incorporated by reference as Exhibits B and C to that 
Definitive Proxy Statement filed on April 24, 1998.

***    Filed herewith

B.     Reports on Form 8-K

On March 12, 1998 the Company filed Form 8-K describing the 
Company's acquisition of Projected Learning Programs, Inc.

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


May 15, 1998                By: \s\Jeffrey E. Butler, 
                                Chief Executive Officer
                                Chairman of the Board
                                Chief Financial Officer
                                Treasurer