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 March 31, 1999

[   ]     TRANSITION REPORT UNDER 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 small business issuer as specified in its 
charter)

Colorado                                                        
(State or other jurisdiction of incorporation or 
organization)

84-0838184
(IRS Employer Identification number)


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

(405) 840-6031
(Issuer'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 issuer  (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, 1999:  13,569,076

Transitional Small Business Disclosure Format			
	         
YES __   NO  X


THE AMERICAN EDUCATION CORPORATION

                                      INDEX
                                  
                                                  Page No.

PART I - FINANCIAL INFORMATION

Item 1     Balance Sheets                             3
           March 31, 1999 and December 31, 1998

           Statements of Income                       4
           For the Three Months Ended 
           March 31, 1999 and for the Three 
           Months Ended March 31, 1998

           Statements of Cash Flows                   5
           For the Three Months Ended March 31, 
           1999 and for the Three Months Ended 
           March 31, 1998

           Notes to Interim Financial Statements      6


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


PART II - OTHER INFORMATION                          11

SIGNATURE PAGE                                       13


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

                                     31-Mar-99         31-Dec-98	
                                     Unaudited          Audited	
ASSETS										

Current assets:							
     Cash and cash equivalents      $   703,989      $   720,838	
     Accounts receivable, net of 
     allowance for returns and
     uncollectible accounts of 
     $95,239 and $98,515              1,478,088        1,396,021
     Inventories                         92,437           96,248
     Prepaid expenses and deposits      389,146          324,647
                                      ---------        ---------
     Total current assets             2,663,660        2,537,754

Property and equipment, at cost         466,370          438,931
     Less accumulated depreciation
     and amortization                  (214,180)        (195,538)
                                       ---------       ---------
          Net property and equipment    252,190          243,393

Other assets:
     Capitalized software costs,
     net of accumulated amortization
     of $1,329,725 and $1,239,719     1,273,728        1,181,754
     Goodwill, net of accumulated
     amortization of $51,306 and 
     $33,638                          1,009,190        1,009,651
     Deferred income taxes              842,778          857,550
     Other assets                        21,036              -
                                      ---------        ---------
Total other assets                    3,146,732        3,048,955
                                      ---------        ---------

Total Assets                      $   6,062,582    $   5,830,102
                                      ---------        ---------


LIABILITIES AND STOCKHOLDERS' EQUITY					

Current liabilities:								
     Accounts payable trade         $   375,545      $   325,840
     Accrued liabilities                358,403          451,018
     Accounts payable - Affiliates       92,604          174,199
     Notes payable and current
     portion of long term debt          232,445          124,686
     Foreign income taxes payable        49,888           23,126
     Deferred income taxes               40,627           40,627 
                                      ---------        ---------
Total current liabilities             1,149,512        1,139,496

Long-term debt                           72,652           85,742 
                                      ---------        ---------
Total liabilities                     1,222,164        1,225,238
                                      ---------        ---------

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 -
          13,569,076 shares             339,227          335,577
     Additional paid-in capital       6,268,942        6,151,263
     Retained Earnings / (Deficit)   (1,881,976)      (1,881,976)
     Year to date earnings              114,225              -
                                      ---------        ---------
Total stockholders' equity            4,840,418        4,604,864
                                      ---------        ---------

Total liabilities and stockholders' 
equity                              $ 6,062,582     $  5,830,102
                                      ---------        ---------

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

THE AMERICAN EDUCATION CORPORATION						
CONSOLIDATED STATEMENTS OF OPERATIONS					
THREE MONTHS ENDED March 31, 1999 AND 1998
(unaudited)									
                                         1999          1998
                                   -------------   ------------

Net Sales                           $  1,570,145   $  1,170,220
Cost of goods sold                       292,464        121,454
                                   -------------   ------------
Gross profit                           1,277,681      1,048,766	

Operating expenses:								
     Sales and marketing                 515,070        373,504
     Operations                           57,077         52,733
     General and administrative          466,786        197,345
     Amortization of capitalized
     software costs                       88,428         59,624
                                   -------------   ------------
Total operating expenses               1,127,361        683,206
                                   -------------   ------------

Operating income                         150,320        365,560

Other income/(expense):							
     Interest Income                       5,104          2,386
     Interest Expense                     (6,693)        (4,228)
     Other                                 8,576             80
                                   -------------   ------------
Net income before taxes                  157,307        363,798

     Current income taxes                 27,762          7,000
     Deferred income taxes                15,320        145,684
                                   -------------    -----------
Net income                         $     114,225    $   211,114
                                   -------------    -----------

Basic                                 13,488,520     12,206,985

Earnings per share                 $       0.008    $     0.017

Diluted             		       	        14,142,247     13,361,931

Earnings per share                 $       0.008    $     0.016 

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, 1999 AND 1998				
(unaudited)    

                                         1999           1998
                                    -----------     -----------

Cash flows from operating activities:					
Net income                          $   114,225     $   211,114
     Adjustments to reconcile net
     income to net cash provided by
     (used in) operating activities:
     Depreciation and amortization      124,620          63,228
     Reserve for bad debts and returns   (7,587)         (6,366)
     Stock issued for compensation       18,980          20,249
     Other                               (7,653)             -

Changes in assets and liabilities:						
     Accounts receivable                (75,026)       (183,019)
     Inventories                          3,812         (16,233)
     Prepaid expenses and other         (64,499)       (206,562)
     Deferred tax asset                  15,319         145,684
     Other assets                       (21,036)             -
     Accounts payable and accrued
     liabilities                         (6,778)         90,608
     Accounts payable - Affiliate       (81,595)         68,824
     Income taxes payable                26,762           6,998
     Customer deposits                  (36,132)        (14,905)
                                    -----------      ----------
     Net cash provide by operating 
     activities                           3,412         179,620
                                    -----------      ---------- 
Cash flow from investing activities:					
     Acquisition of net assets of
     subsidiary                              -          (70,275) 
     Capitalization of organizational
     costs and goodwill                 (17,218)        (31,564)
     Purchase of capitalized software
     costs                             (181,635)       (137,331)
     Purchase of property and 
     equipment                          (26,076)        (12,646)
                                    -----------      ----------
     Net cash used in investing
     activities                        (224,929)       (251,816)

Cash flows from financing activities:
     Proceeds received from issuance
     of debt                            158,475              -
     Principal payments on notes        (63,807)         (3,829)
     Issuance of common stock           110,000              -
                                    -----------      ----------
     Net cash provided by
     financing activities               204,668          (3,829)
                                    -----------      ----------

Net increase (decrease) in cash         (16,849)        (76,025)

Cash at beginning of the period         720,838         283,636
                                    -----------      ----------
Cash at end of the period           $   703,989      $  207,611
                                    -----------      ----------


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 March 31, 1999 AND 1998
         --------------------------------------------------

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 two subsidiaries. Projected Learning Programs, Inc. 
is a direct mail catalog reseller of primarily other publishers' 
products to high schools and colleges. Learning Pathways, Ltd. is 
the exclusive schools and libraries distributor of the print 
multimedia and online versions of the World Book Encyclopedia in 
Great Britain.

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

The interim consolidated financial statements at March 31, 1999, 
and for the three month periods ended March 31, 1999, and 1998 
are unaudited, but include all adjustments which the Company 
considers necessary for a fair presentation. Certain immaterial 
amounts in the March 31, 1998 financial statements have been 
reclassified to conform to the 1999 presentation. The December 
31, 1998 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, 1998.  The accompanying unaudited interim financial 
statements for the three month period ending March 31, 1999, are 
not necessarily indicative of the results which 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 
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 Learning Pathways, Ltd. 
and is amortized over a period of 15 years.

6.    Inventories:

Inventories are stated at the lower of cost (first-in, first-
out), or market and consist primarily of packing and educational 
software 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 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 Income Per Share:

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 to 
purchase common stock.

11.   Stockholders' Equity:

In February 1999, 100,000 shares of common stock were sold for a 
total of $100,000.

During the first quarter of 1999, 20,000 options to purchase 
common stock at $.50 per share were exercised, and the Board of 
Directors approved the issuance of a total of 26,000 shares of 
common stock to key employees as a bonus for contributions made to 
the Company.

At March 31, 1999, paid-in-capital includes $6,903 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.

The Company has employment agreements with its officers that 
include salary terms and severance benefits.


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 $0.1346 to $0.50 per common share. These 
loans were converted into common stock of the Company in June of 
1996 and September of 1998. 

The Company's working capital was $1,514,148 at March 31, 1999, 
an improvement of $115,890 from $1,398,258 at December 31, 1998.  

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. 
At March 31, 1999, the Company had available bank credit lines 
for working capital totaling $1,350,000, subject to a borrowing 
base, of which approximately $1,175,000 was unused.


Impact of The Year 2000

Many existing computer systems use only the last two digits to 
identify years in the date field. As a result, those systems may 
not be able to properly identify the correct year after the 
beginning of the year 2000, believing that "00" is referring to 
the year 1900. Systems that do not properly recognize the correct 
date could generate erroneous information or cause a system to 
fail. This potential problem is generally referred to as the 
"Year 2000 Issue."
 
The Company is continuing its review and assessment of the 
potential effect of the Year 2000 Issue. Thus far, the Company 
has completed the initial review of its information technology 
systems, including both software and hardware, and determined 
that they appear to be Year 2000 compliant. Additionally, the 
Company has begun a previously planned upgrade of its accounting 
and reporting systems independent of Year 2000 considerations and 
has selected a Year 2000 compliant system. It is anticipated that 
the installation will be complete by June 30, 1999. This 
installation date has not been accelerated by Year 2000 concerns.

The Company has tested the educational software systems that it 
produces for sale and believes they are Year 2000 compliant.

The Company is currently in the process of contacting critical 
suppliers of products and services to determine the extent to 
which the Company may be at risk if such parties fail to resolve 
their own Year 2000 Issues. The Company will assess and attempt 
to mitigate any risks that may be perceived by such possible 
failures. The effect, if any, on the Company's results of 
operations from the failure of third parties to be Year 2000 
compliant cannot be reasonably estimated.

The Company's bank has run tests to determine whether Year 2000 
issues would affect their systems. They believe that their 
systems will not be affected in any significant way. The Company 
is still evaluating its non-information technology systems. Based 
on its preliminary assessment, the Company currently believes 
that these systems are or will be Year 2000 compliant. News 
reports indicate that providers of utilities such as electricity, 
gas and telephone services are taking appropriate steps to 
minimize any disruption in services. The Company has not yet 
developed a contingency plan but will determine if it appears one 
may be necessary as the current assessment is refined.

Based on the Company's overall current assessment to date, no 
matters have been identified and the Company does not currently 
believe that the Year 2000 Issue will have a material adverse 
effect on the Company's financial position or results of 
operations. The Company also believes any costs that may be 
incurred relating to the identification or remediation of Year 
2000 issues will not be material. The Company's beliefs and 
expectations, however, are based on certain assumptions that may 
prove to be inaccurate, especially those relating to third 
parties over which the Company has no control. Potential sources 
of risk include the inability of suppliers of goods or services 
to be Year 2000 compliant, which could result in delays in 
product deliveries or disruption of distribution channels.



RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 1999
AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1998
---------------------------------------------------------

Net sales for the three months ended March 31, 1999, totaled 
$1,570,145 compared to  $1,170,220 for the same period in 1998.  
This represents an increase of approximately 34% over the 1998 
quarter.  The increase in sales for the first quarter of 1999 
over the comparable quarter in 1998 is attributable to increases 
net sales for the Company, the Company's catalog division and the 
inclusion of the results of the Company's United Kingdom subsidiary, 
Learning Pathways, Ltd. ("LPL").

Cost of goods sold as a percentage of sales revenue for the three 
months ending March 31, 1999, increased to 18.6% from 10.4% in 
the three-month period ending March 1998. This increase is 
attributable to a change in the Company's product mix by the 
addition of lower gross margin products sold by Projected Learning 
Programs ("PLP") and LPL.  Cost of goods sold represents the 
actual cost to produce the software products, including certain 
allocated overhead costs, a portion of which is fixed. Consolidated 
Company gross margins are expected to trend down slightly as lower 
gross margins on PLP catalog sales and LPL World Book resale products 
become a higher percentage of total corporate revenues. 

Total operating expenses, which include selling and marketing, 
general and administrative, operations, and amortization of product 
development costs, were $1,127,361 for the three months ended March 31, 
1999, compared to $683,206 for the previous year.  As a percentage of 
sales revenue, operating expenses increased from 58.4% in 1998 to 
71.8% in 1999.

Selling and marketing costs increased by approximately 38%, from 
$373,504 for the three months ended March 31, 1998, to $515,070 for 
the current period.  As a percentage of net revenues, however, the 
amounts are relatively unchanged, increasing from 31.9% to 32.8%.  
The higher selling expenses are the result of personnel costs of 
new hires in connection with management's planned increase in the 
size of both the inside and field sales forces.  Management believes 
that the Company is required to make these investments to maintain 
its rate of growth in future years.

General and administrative and operations expenses increased from 
$250,078 to $523,863.  This increase is primarily attributable to 
the planned increases in administrative and support staff added 
over the prior year to prepare the Company to handle the increased 
sales that management believes will occur in 1999.  The Company 
also had higher costs associated with activities to support the 
development of Version 3.0 and new curriculum content development.  
In addition, the administrative costs of LPL are now included in the 
consolidated corporate results in 1999.

Net income for the three months ended March 31, 1999, was $114,225 
compared to $211,114 for the same period in 1998.  This decrease is 
primarily a result of the increase in costs noted above.

Company management believes that significant future opportunities 
exist in the school, adult literacy and home markets for future 
Company growth. In 1998, management undertook to position the 
Company in what it believes is a fast growing segment of the 
educational market. The Company is now equipped with A+LS 
Macintosh and Windows software program engines that facilitate 
the low cost and rapid development of new subject titles.  In 
addition, the Company has expanded its content and intellectual 
property base with the internal development of substantial 
educational content for its current and future products.  
Management believes, as a result of these recent curriculum and 
technical developments, that the Company is well positioned to 
compete in the major market segments of the educational 
technology industry.  The Company's competitive position is 
further enhanced by its growing employee base of skilled 
technical and business professionals that has aided the 
development of new industry partnerships during 1998.  These 
elements combine to form a stronger overall corporate foundation 
that, combined with growing markets and expanding marketing and 
distribution strengths, provides a greatly improved internal and 
external environment for the Company's future operations.  




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

In February, 1999 the Company sold 100,000 shares of common stock for
a total of $100,000.
                 
In the quarter ended March 31, 1999, 20,000 shares of common stock 
were issued at $.50 per share as a result of exercise of options by 
current and former employees of the Company. In addition, the 
Company issued 26,000 shares of common stock to key employees as a 
bonus for contributions made to the Company.

On January 1, 1999, in accordance with the Directors' Stock Option 
Plan, each of the Company's outside directors, Newton Fink, Monty 
McCurry and Stephen Prust were granted options to purchase 3,000 shares 
of the Company's common stock at $.73 per share. The options expire on 
January 1, 2002.

The Company relied upon exemptions from registration provided by,
among others, Sections 4(2) and 4(6) of the Securities Act and
Regulation D of the Rules and Regulations thereof, as these
transactions did not involve public offerings and/or were limited
to accredited investors.          


Item 3.     Default Upon Senior Securities

Omitted from this report as inapplicable.

Item 4.     Submission of Matters to Vote of Security Holders

None

Item 5.     Other Information

The 1999 Annual Meeting of Shareholders has been tentatively scheduled 
for July 1999. Shareholders will receive timely notice when the 
final date is determined.

Item 6.     Exhibits and Reports on Form 8-K

(a) The following documents 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 filed
               with the Securities and Exchange Commission on Form S-18 
               (File No. 2-78660-D))

    4.1        Form of Stock Certificate (incorporated by reference to 
               the Company's registration statement filed with the 
               Securities and Exchange Commission on Form S-18 (File No. 
               2-78660-D))

   10.1        Promissory Note issued by the Company to Rich Carle 
               for the acquisition of Projected Learning Systems, Inc.,
               (incorporated by reference to the exhibit contained in 
               the Company's Quarterly Report on Form 10-QSB for the 
               fiscal quarter ended June 30, 1998)

   10.2        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)

   10.3        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)

   10.4        Loan Agreement and Promissory Note between the Company 
               and UMB Oklahoma Bank establishing a line of credit for 
               working capital (incorporated by reference to the 
               exhibit contained in the Company's Quarterly Report on 
               Form 10-QSB for the fiscal quarter ended June 30, 1998)

   10.5        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).

   27          Financial Data Schedule (filed herewith; electronic 
               filing only)


(b) Reports on Form 8-K

Current Report on Form 8-K filed February 11, 1999 regarding the 
acquisition of Learning Pathways, Limited.


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 14, 1999

By:  s/a Jeffrey E. Butler
     Chief Executive Officer
     Chairman of the Board
     Treasurer