AMENDMENT NO. 2 TO COMMON STOCK SUBSCRIPTION AND REPURCHASE AGREEMENT

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                                                                 Exhibit 4.15


                               AMENDMENT NO. 2 TO
               COMMON STOCK SUBSCRIPTION AND REPURCHASE AGREEMENT


   THIS AMENDMENT NO. 2 TO COMMON STOCK SUBSCRIPTION AND REPURCHASE AGREEMENT
("Amendment") is made and entered into as of _____________, by and between
EDUCATION MANAGEMENT CORPORATION, a Pennsylvania corporation ("EMC"), and
______________ ("Management Stockholder").

                                  WITNESSETH:

   WHEREAS, EMC and Management Stockholder entered into that certain Common
Stock Subscription and Repurchase Agreement dated as of September 13, 1991, as
amended as of January 19, 1995 (the "Agreement");

   WHEREAS, as of the date hereof, Section 10 of the Exchange and Repurchase
Agreement dated as of October 26, 1989, as amended as of January 19, 1995 (the
"Exchange and Repurchase Agreement") to which EMC and Management Stockholder
are parties is being amended in order to provide that certain repurchases
thereunder that are at a purchase price equal to the lesser of Fair Market
Value and the Compounded Adjusted Purchase Price (as those terms are defined in
the Exchange and Repurchase Agreement) will instead be at Fair Market Value;
and

   WHEREAS, EMC and Management Stockholder desire to amend the agreement in
order to provide that the foregoing amendment to the Exchange and Repurchase
Agreement will be incorporated by reference in the Agreement so that
repurchases of stock under the Agreement will be on the same terms as under the
Exchange and Repurchase Agreement, as amended;

   NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows:

   1.  Amendment of Section 1.  The definition of "Exchange and Repurchase
Agreement" set forth in Section 1 of the Agreement is hereby amended and
restated as follows:

     "'Exchange and Repurchase Agreement' means the Exchange and Repurchase
Agreement dated as of October 26, 1989, as amended January 19, 1995, and as
amended January 1, 1996, between EMC and you, as the same may thereafter be
amended from time to time."

   2.  No Other Amendments.  Except as expressly amended by this Amendment, the
Agreement and each and every


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representation, warranty, covenant, term and condition therein, are hereby
specifically ratified and confirmed.

   3.  Counterparts.  This Amendment may be executed in counterparts, each of
which shall be an original, but all of which together shall constitute one
instrument.

   4.  Governing Law.  This Amendment shall be construed and enforced in
accordance with the laws of the Commonwealth of Pennsylvania.

   IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as
of the date first above written.

                                      EDUCATION MANAGEMENT CORPORATION


                                       By: _____________________________________
                                           XXXXXX X. XXXXXXX
                                           CHAIRMAN AND CHIEF EXECUTIVE OFFICER


WITNESS:                               MANAGEMENT STOCKHOLDER:


______________________________         _________________________________________
                                       Signature


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