UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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): May 8, 2012

Archipelago Learning, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-34555

27-0767387

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)



3232 McKinney Avenue, Suite 400, Dallas, Texas		75204
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 800-419-3191

Not Applicable

(Former name or former address, if changed since last report.)

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02

Results of Operations and Financial Condition.

On May 8, 2012, Archipelago Learning, Inc. (the “Company”) issued a press release announcing its consolidated financial results for the first quarter ended March 31, 2012. A copy of the press release is furnished herewith as Exhibit 99.1.

The information in this Current Report on Form 8-K, including the information contained in Exhibit 99.1, is being furnished to the Securities and Exchange Commission (the “SEC”) pursuant to Item 2.02, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Act of 1934 or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by a specific reference in such filing.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		Description

99.1		Press Release of Archipelago Learning, Inc., dated May 8, 2012, announcing its earnings for the first quarter ended March 31, 2012.

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 hereunto duly authorized.

Exhibit Index


Exhibit No.		Description

99.1		Press Release of Archipelago Learning, Inc., dated May 8, 2012, announcing its earnings for the first quarter ended March 31, 2012.

Archipelago Learning, Inc.

May 8, 2012

/s/ Mark S. Dubrow

Mark S. Dubrow

Chief Financial Officer

Archipelago Learning, Inc. 8-K