UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


____________________________________________


FORM 10-Q/A


Amendment No. 1


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(Mark One)


xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934





For the quarterly period ended June 30, 2012


or


oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from              to


Commission File Number: 001-33140


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CAPELLA EDUCATION COMPANY


(Exact name of registrant as specified in its charter)


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Minnesota(State or other jurisdiction ofincorporation or organization)41-1717955(I.R.S. EmployerIdentification No.)Capella Tower225 South Sixth Street, 9thFloorMinneapolis, Minnesota(Address of principal executive offices)55402(Zip Code)


(888) 227-3552


(Registrant’s telephone number, including area code)


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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 o


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes x No o


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filerxAccelerated fileroNon-accelerated filero(Do not check if a smaller reporting company)Smaller reporting companyo





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes o No x





The total number of shares of common stock outstanding as of July 19, 2012 was 13,106,717 .


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EXPLANATORY NOTE


This Amendment No. 1 to the Quarterly Report on Form 10-Q/A (the Amendment) amends the Quarterly Report on Form 10-Q of Capella Education Company (the Company) for the quarter ended June 30, 2012 (the Original Filing), that was originally filed with the U.S. Securities and Exchange Commission on July 24, 2012. The Amendment is being filed to submit Exhibits 31.1 and 31.2. Due to a coding error in the Original Filing, the conformed signatures in the electronically filed copy of Exhibit 31.1 and 31.2 were not visible. Exhibits 31.1 and 31.2 are included as exhibits to the Amendment.





The Amendment also revises the exhibit index included in Part II, Item 6 of the Original Filing to include EX-101.DEF XBRL Taxonomy Extension Definition Linkbase Document , which was filed as an exhibit to the Original Filing.





Except as described above, the Amendment does not modify or update the disclosures presented in, or exhibits to, the Original Filing in any way. Those sections of the Original Filing that are unaffected by the Amendment are not included herein. The Amendment continues to speak as of the date of the Original Filing. Furthermore, the Amendment does not reflect events occurring after the filing of the Original Filing. Accordingly, the Amendment should be read in conjunction with the Original Filing, as well as the Company’s other filings made with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act subsequent to the filing of the Original Filing .


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PART II - OTHER INFORMATION





Item 6. Exhibits


(a) Exhibits


NumberDescriptionMethod of Filing3.1Amended and Restated Articles of Incorporation.Incorporated by reference to Exhibit 3.1 to theCompany’s Current Report on Form 8-K filed with the SEC on November 11, 2006.3.2Second Amended and Restated By-Laws.Incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the SEC on December 10, 2008.4.1Specimen of common stock certificate.Incorporated by reference to Exhibit 4.1 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 19, 2006.31.1Certification of Chief Executive Officer pursuant toSection 302 of the Sarbanes-Oxley Act of 2002.Filed electronically.31.2Certification of Chief Financial Officer pursuant toSection 302 of the Sarbanes-Oxley Act of 2002.Filed electronically.32.1Certification of Chief Executive Officer pursuant to18 U.S.C. Section 1350, as adopted pursuant toSection 906 of the Sarbanes-Oxley Act of 2002.Filed electronically.32.2Certification of Chief Financial Officer pursuant to18 U.S.C. Section 1350, as adopted pursuant toSection 906 of the Sarbanes-Oxley Act of 2002.Filed electronically.EX-101.INSXBRL Instance Document(1)Filed electronically.EX-101.SCHXBRL Taxonomy Extension Schema Document(1)Filed electronically.EX-101.CALXBRL Taxonomy Extension Calculation Linkbase Document(1)Filed electronically.EX-101.DEFXBRL Taxonomy Extension Definition Linkbase Document(1)Filed electronically.EX-101.LABXBRL Taxonomy Extension Label Linkbase Document(1)Filed electronically.EX-101.PREXBRL Taxonomy Extension Presentation Linkbase Document(1)Filed electronically.





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|(1) | The XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.




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SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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.


CAPELLA EDUCATION COMPANY/s/ Steven L. PolacekJuly 24, 2012Steven L. PolacekSenior Vice President and Chief Financial Officer(Principal Financial and Accounting Officer)