UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 16, 2004

LAUREATE EDUCATION, INC.

1001 Fleet Street, Baltimore, Maryland 21202

Registrant’s telephone number, including area code: (410) 843-6100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Section 1 – Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement

     On September 16, 2004, Laureate Education, Inc. (the “Company”) and Laureate Acquisition Corporation, a newly-formed and wholly-owned subsidiary of the Company (the “Merger Sub”), completed the acquisition of all of the remaining issued and outstanding capital stock of Walden e-Learning, Inc., a Delaware corporation (“Walden”), for consideration consisting of 2,500,000 shares of common stock, par value $0.01, of the Company and Notes representing in the aggregate, $19.0 million. The acquisition was pursuant to an Agreement and Plan of Merger dated September 16, 2004 (the “Merger Agreement”) by and among the Company, the Merger Sub and Walden. The Company had previously owned approximately 51% of the issued and outstanding capital stock of Walden.

Section 3 — Securities and Trading Markets

Item 3.02. Unregistered Sales of Equity Securities

     On September 16, 2004, the Company issued 2,500,000 shares of its common stock, par value $0.01, to certain former stockholders of Walden pursuant to the Merger Agreement. The shares were issued in partial consideration for the acquisition of all of the remaining issued and outstanding capital stock of Walden. The aggregate value of the shares issued was $87,325,000, based on the closing price of the Company’s common stock of $34.93 on September 15, 2004. There were no underwriting discounts or commissions. The issuance of the shares was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, as a transaction made solely to accredited investors and not involving a public offering.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(c) Exhibits.

SIGNATURES

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

Date: September 17, 2004

INDEX TO EXHIBITS