Abstract Expectation maximization (EM) algorithm is to find maximum likelihood solution for models having latent variables. A typical example is Gaussian mixture model (GMM) which requires Gaussian assumption, however, natural images are highly non-Gaussian so that GMM cannot be applied to perform image clustering task on pixel space. To overcome such limitation, we propose a GAN based EM learning framework that can maximize the likelihood of images and estimate the latent variables. We call this model GAN-EM, which is a framework for image clustering, semi-supervised classification and dimensionality reduction. In Mstep, we design a novel loss function for discriminator of GAN to perform maximum likelihood estimation (MLE) on data with soft class label assignments. Specifically, a conditional generator captures data distribution for K classes, and a discriminator tells whether a sample is real or fake for each class. Since our model is unsupervised, the class label of real data is regarded as latent variable, which is estimated by an additional network (E-net) in E-step. The proposed GAN-EM achieves stateof-the-art clustering and semi-supervised classifi- cation results on MNIST, SVHN and CelebA, as well as comparable quality of generated images to other recently developed generative models