UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K/AAmendment No. 2

|(Mark One)                                  |                                                                                         
|------------------------------------------- | ----------------------------------------------------------------------------------------
|ý                                           | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|For the fiscal year ended December 31, 2007
|or                                         
|o                                           | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period
from                                  to

Commission file number 001-32290

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GMH Communities Trust(Exact name of registrant as specified in its charter)

|Maryland                                                       |  | 201181390                           
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)
|10 Campus Boulevard                                            |  |                                     
|Newtown Square, Pennsylvania                                   |  | 19073                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

Registrant's
telephone number, including area code:(610) 355-8000

Securities registered pursuant to Section 12(b) of the Act:

|Title of each class                                              |  | Name of each exchange on which registered
|---------------------------------------------------------------- |  | -----------------------------------------
|Common Shares of Beneficial Interest,
$0.001 par value per share |  | New York Stock Exchange                  

Securities
registered pursuant to Section 12(g) of the Act: None(Title of Class)

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o    No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o    No ý

Indicate by check mark whether the registrant (1) has filed all reports 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 ý    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K. ý

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 the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

|Large accelerated filer o |  | Accelerated filer ý |  | Non-accelerated filer o (Do not check if a smaller reporting company) |  | Smaller Reporting company o
|------------------------- |  | ------------------- |  | --------------------------------------------------------------------- |  | ---------------------------

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

The aggregate market value of the voting common equity held by non-affiliates of the registrant as of the last business day of the registrant's most
recently completed second fiscal quarter (June 30, 2007), was $402,785,645.

The
number of common shares of beneficial interest of the registrant outstanding as of March 13, 2008 was 41,669,879 shares.

DOCUMENTS INCORPORATED BY REFERENCE

None.



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EXPLANATORY NOTE

The registrant, GMH Communities Trust, is filing this Amendment No. 2 to its Annual Report on Form 10-K for the fiscal year ended
December 31, 2007 (the "Form 10-K") to incorporate into the Form 10-K the information required by Part III .

Pursuant
to the rules of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Rule 12b-15, the registrant has also amended the
Form 10-K to provide currently-dated certifications from the registrant's chief executive officer and chief financial officer, as required by Exchange Act
Rule 13a-14(a) or Rule 15d-14(a), as adopted under Section 302 of the Sarbanes-Oxley Act of 2002, and Exchange Act Rule 13a-14(b) or
Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 or the United States Code, as adopted under Section 906 of the Sarbanes-Oxley Act of 2002.

Except
for the information provided in Part III and the filing of revised certifications, this Amendment No. 2 does not amend the registrant's previously filed
Form 10-K.

PART III

Item 10.    Directors, Executive Officers and Corporate Governance.

Our Trustees and Executive Officers

The business and affairs of GMH Communities Trust, referred to herein as we, the Company or the Trust, are managed under the direction of our Board of Trustees.
Our Board of Trustees consists of nine members. We believe Messrs. Buchholz, Eastwood, Kessler, Nayden and Silfen meet the independence requirements of the New York Stock Exchange, or NYSE. Our
board is responsible for determining independence. Our shareholders elect our trustees annually and our trustees serve and hold office until our next annual shareholder meeting and until their
successors are duly elected and qualify except as otherwise described below. All executive officers are elected by the Board of Trustees to serve in their respective capacities until their successors
are elected and qualify or until their earlier resignation or removal. The following table sets forth certain information regarding our executive officers and trustees:

|Name                     |  | Age |  | Title                                                  
|------------------------ |  | --- |  | -------------------------------------------------------
|Gary M. Holloway, Sr.(1) |  | 52  |  | Chairman, President and Chief Executive Officer        
|Bruce F. Robinson(1)     |  | 52  |  | President of Military Housing Business and Trustee     
|Frederick F. Buchholz    |  | 62  |  | Trustee                                                
|RADM James W. Eastwood   |  | 62  |  | Trustee                                                
|Michael D. Fascitelli(2) |  | 51  |  | Trustee                                                
|Steven J. Kessler        |  | 65  |  | Trustee                                                
|Denis J. Nayden          |  | 54  |  | Trustee                                                
|Dennis J. O'Leary(1)     |  | 60  |  | Trustee                                                
|Richard A. Silfen        |  | 45  |  | Trustee                                                
|John DeRiggi             |  | 41  |  | President of Student Housing Business                  
|J. Patrick O'Grady       |  | 47  |  | Executive Vice President and Chief Financial Officer   
|Joseph M. Macchione      |  | 42  |  | Executive Vice President, General Counsel and Secretary
|Marina Dikos             |  | 38  |  | Senior Vice President and Chief Accounting Officer     

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Messrs. Holloway
and Robinson have served as trustees since the initial formation of GMH Communities Trust in May 2004. The other trustees have served as trustees since
October 28, 2004, the date on which our common shares were first publicly traded on the New York Stock Exchange, except that Mr. Fascitelli was appointed to our Board of Trustees on
August 10, 2005.

Gary M. Holloway, Sr.is our chairman, president and chief executive officer. Since 1985 and prior to our initial public offering,
Mr. Holloway founded and operated GMH Associates, our predecessor entities and other affiliated entities, as a fully integrated and diverse real estate company with divisions
specializing in the student and military housing industries, as well as the commercial real estate and investment services sectors. Under Mr. Holloway's direction, GMH Associates has acquired,
built, managed and expanded residential and commercial properties throughout the U.S. since its inception. Prior to the formation of GMH Associates, Mr. Holloway was involved in various aspects
of the real estate industry. He served as chief financial officer for the Holloway Corporation, a closely held business that specialized in residential and senior housing developments, and began his
career with Touche Ross & Co., Certified Public Accountants, where he provided accounting and tax services to real estate clients.

Bruce F. Robinsonis president of our military housing division, GMH Military Housing, a military housing company which provides
development, management, and construction/renovation services for housing located on military bases throughout the United States. In addition, he manages our military joint venture and partner
relationships. Prior to joining the military division, Mr. Robinson directed GMH Capital Partners, LP, an international corporate real estate company. During his tenure at the firm,
which began in 1986, he has been a key participant in the formation and operation of all entity structures as well as financing issues, due diligence and global planning. Prior to joining GMH
Associates, he was a senior tax manager for Touche Ross & Co., Certified Public Accountants, where he specialized in real estate syndication, partnerships and corporate acquisitions.

Frederick F. Buchholzworked with Lend Lease Real Estate investments or its predecessors from 1968 until retiring in June 1998. Since his
retirement, Mr. Buchholz has served as an independent real estate consultant. He was appointed senior vice president of Equitable Real Estate in December 1990 and executive vice president in
1992. Prior to his retirement, Mr. Buchholz was the officer in charge of the Lend Lease Philadelphia region, supervising new business, asset management and restructuring/workout activities on
behalf of a total mortgage and equity portfolio exceeding $2.5 billion. At various times, Mr. Buchholz was also the officer in charge of Equitable Real Estate's New York and Washington,
D.C. regional offices. Mr. Buchholz is a member of the Board of Trustees of Liberty Property Trust, and is a member of the Appraisal Institute and the Investment Review Committee of the
Delaware Valley Real Estate Investment Fund, L.P.

RADM James W. Eastwood (Ret)is chairman of Granary Associates, a project management, architectural, interior design and real estate
development firm, a position he has held since 1990. Admiral Eastwood became executive vice president of Granary Associates in 1983, served as president from 1990 through 2004, and led the company
through extraordinary growth and expansion in the healthcare, public and corporate sectors. He retired from the Naval Reserves in November 2001 as a Two Star Admiral having completed his final tour as
Deputy, Vice-Commander, Commander-in-Chief Atlantic Fleet. Admiral Eastwood also serves on the board of directors of First Penn Bank. Admiral Eastwood is an NROTC
graduate of Villanova University with a Bachelor of Engineering degree.

Michael D. Fascitellihas been president of Vornado Realty Trust since December 1996. Vornado Realty Trust is a NYSE-listed
real estate investment trust that currently owns and manages approximately 87 million square feet of commercial real estate in the U.S. Mr. Fascitelli also currently serves as the
president of Alexander's Inc. Prior to his employment with Vornado Realty Trust, Mr. Fascitelli was a partner at Goldman, Sachs & Co., where he was head of the firm's real
estate investment banking business. Mr. Fascitelli currently serves on the boards of Vornado Realty Trust,

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Alexander's Inc.,
and Toys "R" Us, Inc. Mr. Fascitelli received a Bachelor of Science in industrial engineering from the University of Rhode Island in 1978 and his MBA from the
Harvard Graduate School of Business Administration in 1982.

Steven J. Kesslerhas been an executive vice president and the chief financial officer of Resource America, Inc., an asset
management company that specializes in real estate, financial fund management and commercial finance since 2005, and served as senior vice president from 1997 to the present. From March 2005 to
September 2005, he served as chief financial officer, and since September 2005 he has served as senior vice president, of Resource Capital Corp., a NYSE-listed specialty finance REIT that
is externally managed by an indirect, wholly-owned subsidiary of Resource America, Inc. In addition, from 2002 to 2004, Mr. Kessler served as the chief financial officer of Atlas
Pipeline Partners, L.P., a NYSE-listed master limited partnership. Prior to that, Mr. Kessler was vice president-finance and acquisitions at Kravco Company from March 1994
until 1997. From 1983 through March 1994, Mr. Kessler was chief financial officer and chief operating officer at Strouse Greenberg & Co., Inc., a regional full service real
estate company, and vice president-finance and chief accounting officer at its successor, The Rubin Organization. Prior thereto, Mr. Kessler was a partner at Touche Ross & Co.,
Certified Public Accountants. Mr. Kessler received a Bachelor of Science degree in accounting from Temple University in 1965 and became a certified public accountant in 1967.

Denis J. Naydenwas a senior vice president of General Electric Company and is the former chairman and chief executive officer of GE
Capital Corporation. Mr. Nayden joined GE Capital as marketing administrator for Air/Rail Financing in 1977, and in 1986 joined the Corporate Finance Group as vice president and general
manager. In 1987, he was appointed senior vice president and general manager of the Structured Finance Group, and executive vice president of GE Capital in 1989. Mr. Nayden was named president
and chief operating officer of GE Capital in 1994, and chairman and chief executive officer of GE Capital in June 2000. Currently, Mr. Nayden serves as Senior Advisor and Managing Partner of
the Oak Hill Partners, L.P., a private investment group. He also is a Member of Alix Partners Holdings/Questor Partners Holdings Advisory Board, and serves on the boards of Accretive Healthcare
Services, Inc., DuaneReade, Inc. and Gecis Global Holdings. Mr. Nayden received his Bachelor of Arts in English and his MBA in Finance from the University of Connecticut in 1976
and 1977, respectively.

Dennis J. O'Learyserved as our interim Chief Financial Officer from March 31, 2006 through June 30, 2006. Effective as of
July 1, 2006, Mr. O'Leary's position with the Company became Executive Vice President and Principal Financial Officer. Mr. O'Leary ceased to be an employee of the Company on
August 15, 2006 after the filing of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2006. Mr. O'Leary has been an independent
consultant and a private investor since January 2004, working as a consultant to GMH Communities Trust and its predecessor entities on financial, structuring and compensation matters since March 2004.
He was a partner with Ernst &
Young LLP during 2002 and 2003, heading up the firm's New York RegionInsurance Tax Practice. From 1985 to 2001, Mr. O'Leary was a senior vice president with Reliance Group
Holdings, Inc. where he was responsible for worldwide tax planning. Prior to that time, he was a partner with Touche Ross & Co, Certified Public Accountants. Mr. O'Leary received
his Bachelor of Arts in Economics from LaSalle University in 1970 and an MBA in Accounting and Finance from Temple University in 1973. He became a certified public accountant in 1974.

Richard A. Silfenhas been a partner of the law firm of Duane Morris LLP, based in its Philadelphia, PA office, since January 2007.
Prior to that time, he served as president and chief financial officer of Cangen Biotechnologies, Inc., a biotechnology company developing molecular diagnostic tests for the early detection of
cancer and other technologies designed to enhance the selection of cancer therapeutic regimes, from September 2004 through July 2006. From May 2000 until August 2004, Mr. Silfen was a partner
of the law firm of Morgan, Lewis & Bockius LLP. Mr. Silfen has extensive experience counseling real estate investment trusts and other publicly traded companies in

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connection
with capital raising transactions and other securities matters, as well as mergers and acquisitions and other business and financial matters. He is also a member of the National Association
of Real Estate Investment Trusts. Prior to May 2000, Mr. Silfen was a partner of the law firm of Wolf, Block, Schorr and Solis-Cohen LLP and was vice chairman of its corporate
department. From 1987 through 1990, Mr. Silfen worked in the Securities and Exchange Commission's Division of Corporation Finance. Mr. Silfen received his Bachelor of Arts in Physics
from Baylor University in 1983 and his J.D. from the University of Alabama in 1987.

John DeRiggiis president of our student housing business. Mr. DeRiggi was promoted to the position of president of our student
housing business on July 1, 2006, from his prior position as Executive Vice President and Chief Investment Officer. As president of our student housing business, Mr. DeRiggi is
responsible for the oversight of all aspects of the student housing division, including management and operations. As chief investment officer, Mr. DeRiggi is responsible for capital markets
activities for GMH Communities Trust, including asset level financing. In his prior position as Executive Vice President, Mr. DeRiggi was responsible for acquisition of student housing assets,
and development of new student housing properties. Previously, Mr. DeRiggi was senior vice president of GMH Capital Partners, LP, with direct oversight of the Corporate Services Group,
the Investment Services Group, and portfolio/data administration. Previously, Mr. DeRiggi was a member of GMH Associates' Investment Acquisition Group, where he was responsible for structuring
the acquisition of residential and commercial properties for the Company's investment accounts. Prior to joining GMH Associates in 1997, Mr. DeRiggi was an investment property specialist with
the Tampa, Florida office of the Grubb & Ellis Company. He holds a Bachelor of Science degree in Business from the State University of New York and an MBA with distinction from Hofstra
University.

J. Patrick O'Gradyis our executive vice president and chief financial officer since July 1, 2006. Mr. O'Grady oversees the
Company's accounting and financial reporting activities, including its student housing and military housing divisions. Prior to joining the Company, Mr. O'Grady served as an Assurance Partner
with KPMG LLP from May 2002 and previously as a partner with Arthur Andersen LLP from September 1997-May 2002. Mr. O'Grady has served many entrepreneurial companies
primarily in the real estate and healthcare industries and has been involved
with three REIT IPO's and has served many REIT's, developer's, broker's and property managers during his career. He has participated in transactions raising over $3 billion of debt and equity
financing. Mr. O'Grady is a member of the AICPA, PICPA and NAREIT and is a licensed certified public accountant in Pennsylvania and Florida. Mr. O'Grady holds a Bachelor of Science
degree in accounting from LaSalle University where he graduatedmagna cum laude.

Joseph M. Macchioneis our executive vice president, general counsel and secretary. Mr. Macchione oversees all legal matters for
GMH Communities Trust, including its student housing and military housing divisions. Before joining GMH Associates in February 2001, Mr. Macchione practiced at the law firm of Morgan,
Lewis & Bockius LLP from March 1998 to February 2001, and prior to that time at the law firm of Ballard, Spahr, Andrews & Ingersoll LLP, where his legal practice focused on
commercial real estate, construction, environmental and telecommunications law matters. Mr. Macchione is an Executive Committee Member of the Real Property Section of the Philadelphia Bar
Association, and is licensed to practice law in Pennsylvania and New Jersey. Mr. Macchione received his J.D.,cum laude,from Temple University
School of Law, and his undergraduate degree,summa cum laude, from Temple University.

Marina Dikosis our senior vice president and chief accounting officer. From August 2006 through September 2007, Ms. Dikos served
as our corporate controller. Ms. Dikos oversees the management of the Company's accounting and financial reporting processes including its student housing and military housing divisions. Prior
to joining the Company, Ms. Dikos served as an Assurance Senior Manager with KPMG since September 2002, and previously as an Experienced Senior Manager with Arthur Andersen LLP. In
addition to extensive SEC reporting and financial systems oversight, Ms. Dikos has

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significant
experience with Sarbanes-Oxley compliance, due diligence on potential acquisitions and public and private equity raises. Ms. Dikos is a member of the AICPA, PICPA, and NAREIT and is
a licensed certified public accountant in Pennsylvania. Ms. Dikos holds a Bachelor of Arts degree in Management from Gettysburg College.

Audit Committee and Audit Committee Financial Expert

The Company's Audit Committee is comprised of three independent trustees, Messrs. Eastwood, Kessler and Silfen. The Audit Committee has been established as
a separately-designated standing committee of the Company's Board of Trustees in accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. Each of the members of
the Audit Committee meets the financial literacy requirements of the NYSE and is independent as defined under the Company's Corporate Governance Guidelines and consistent with the listing standards of
the NYSE. The Board has affirmatively determined that Mr. Kessler, who serves as the chairperson of the Audit Committee, is an "audit committee financial expert" as defined under applicable SEC
regulations. In accordance with the terms of the Audit Committee formal charter, the Audit Committee oversees, reviews and evaluates:



The
Audit Committee also:



Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's executive officers and trustees and persons who own more than 10% of the
Company's common shares to file reports of ownership and changes in ownership of the Company's common shares and any other equity securities with the SEC and the NYSE. Executive officers, trustees and
greater than 10% shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

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Based
solely on its review of the copies of Forms 3, 4 and 5 furnished to the Company during or with respect to 2007, or written representations from certain reporting persons
that no such forms were required to be filed by such persons, we believe that all of the Company's executive officers, trustees and greater than 10% shareholders complied during 2007 with all filing
requirements applicable to them.

Code of Ethics

Code of Business Conduct and Ethics.The Company has adopted a Code of Business Conduct and Ethics in accordance with the
corporate governance rules of the NYSE. The code contains a policy that prohibits conflicts of interest between the Company's officers, employees and trustees on the one hand, and the Company on the
other hand, except where our Audit Committee approves of the transaction involving the potential conflict. The Company's conflicts of interest policy states that a conflict of interest exists when a
person's private interest is not aligned or appears not to be aligned, or interferes or appears to interfere, in any way, with the Company's interest. For example, the Company's conflicts of interest
policy prohibits its officers, employees and trustees from entering into agreements, transactions or business relationships, or otherwise taking actions, that involve conflicts of interest, other than
such agreements, transactions or business relationships or other actions that are (i) otherwise contemplated in the prospectus relating to the Company's initial public offering, or
(ii) approved in advance by the Company's Audit Committee. Except as otherwise permitted as described in the foregoing sentence, the Company is prohibited from, among other things, engaging in
the following activities:



A
copy of this code may be viewed on the Corporate Governance section of the "Investor Relations" page on the Company's website at www.gmhcommunities.com.

Code of Ethics for Chief Executive Officer and Senior Financial Employees.The Company has adopted a Code of Ethics for Chief
Executive Officer and Senior Financial Employees that applies to the Company's principal executive officer, principal financial officer, principal accounting officer or controller and persons
performing similar functions. A copy of this code may be viewed on the Corporate Governance section of the "Investor Relations" page on the Company's web site atwww.gmhcommunities.com.To the extent
permitted by the corporate governance rules of the NYSE, the Company intends to satisfy the disclosure requirement under Item 5.05
of Form 8-K regarding the amendment to, or waiver of, a provision of the code by posting such information under the Corporate Governance section of the "Investor Relations" page on
the Company's website atwww.gmhcommunities.com.

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Item 11.    Executive Compensation.

The table below summarizes the total compensation paid or earned by each of the named executive officers for the year ended December 31, 2007. The Trust
has entered into employment agreements with each of its currently-employed named executive officers.

|Name and Principal Position(a)                                           |  | Year
(b)       |  | Salary
($)(c) |                         | Bonus
($)(d) |    | Share Awards
($)(e)(1)  |  | Option Awards
($)(f) |                  | All Other Compensation
($)(i)(2) |   | Total
($)(j)
|------------------------------------------------------------------------ |  | -------------- |  | ------------- | ----------------------- | ------------ | -- | ----------------------- |  | -------------------- | ---------------- | -------------------------------- | - | ------------
|Gary M. Holloway, Sr.Chairman, President &
Chief Executive Officer       |  | 2007
2006
2005 |  | $             | 475,000
360,000
350,000 |              | $  | 565,500
0
0             |  | $                    | 0
0
0            |                                  | $ | 0
0
0       
|J. Patrick O'GradyExecutive Vice President &
Chief Financial Officer     |  | 2007
2006
2005 |  | $             | 315,000
150,000
       |              | $$ | 326,340
140,000
       |  | $                    | 144,192
88,733
 |                                  | $ | 0
0
       
|Bruce F. RobinsonPresident of Military Housing Business                  |  | 2007
2006
2005 |  | $             | 355,000
335,000
325,000 |              | $  | 448,720
402,000
0       |  | $                    | 0
0
0            |                                  | $ | 0
0
0       
|John DeRiggiPresident of Student Housing Business                        |  | 2007
2006
2005 |  | $             | 340,000
287,500
225,000 |              | $  | 349,520
345,000
157,500 |  | $                    | 0
0
0            |                                  | $ | 0
0
0       
|Joseph M. MacchioneExecutive Vice President,
General Counsel & Secretary |  | 2007
2006
2005 |  | $             | 300,000
250,000
200,000 |              | $  | 334,800
300,000
105,000 |  | $                    | 0
0
0            |                                  | $ | 0
0
0       

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Grants of Plan-Based Awards.There were no grants of plan-based awards to any of the
named executive officers during the fiscal year ended December 31, 2007.

Outstanding Equity Awards at Fiscal Year-End

|Name(a)                                                                  |  | Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
(b) |  | Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(c) |  | Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)(d) |  | Option
Exercise
Price
($)(e) |  | Option
Expiration
Date
(f) |  | Number
of Shares
or Units
of Shares
That
Have Not
Vested
(#)(g) |  | Market
Value of
Shares
or Units
of Shares
That
Have Not
Vested
($)(h) |  | Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
(#)(i) |     | Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)(j) |        
|------------------------------------------------------------------------ |  | ----------------------------------------------------------------------- |  | ------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------- |  | ---------------------------- |  | -------------------------- |  | --------------------------------------------------------------- |  | --------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------- | --- | -------------------------------------------------------------------------------------------------------------------------- | -------
|Gary M. Holloway, Sr.Chairman, President & Chief Executive Officer       |  |                                                                        |  |                                                                          |  |                                                                                                  |  |                             |  |                           |  |                                                                |  |                                                                      |  |                                                                                                           |     |                                                                                                                            |       
|J. Patrick O'GradyExecutive Vice President & CFO                         |  |                                                                        |  |                                                                          |  |                                                                                                  |  |                             |  |                           |  |                                                                |  |                                                                      |  | 30,000                                                                                                     | (1) | $                                                                                                                          | 165,600
|Bruce F. RobinsonPresident of Military Housing Business                  |  |                                                                        |  |                                                                          |  |                                                                                                  |  |                             |  |                           |  |                                                                |  |                                                                      |  |                                                                                                           |     |                                                                                                                            |       
|John DeRiggiPresident of Student Housing Business                        |  |                                                                        |  |                                                                          |  |                                                                                                  |  |                             |  |                           |  |                                                                |  |                                                                      |  |                                                                                                           |     |                                                                                                                            |       
|Joseph M. MacchioneExecutive Vice President, General Counsel & Secretary |  |                                                                        |  |                                                                          |  |                                                                                                  |  |                             |  |                           |  |                                                                |  |                                                                      |  |                                                                                                           |     |                                                                                                                            |       

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Option Exercises and Shares Vested

|                                                                         |  | Option Awards |  | Share Awards
|------------------------------------------------------------------------ |  | ------------- |  | ------------
|
|Gary M. Holloway, Sr.Chairman, President & Chief Executive Officer       |  |              |  |            
|J. Patrick O'GradyExecutive Vice President & Chief Financial Officer     |  |              |  |            
|Bruce F. RobinsonPresident of Military Housing Business                  |  |              |  |            
|John DeRiggiPresident of Student Housing Business                        |  |              |  |            
|Joseph M. MacchioneExecutive Vice President, General Counsel & Secretary |  |              |  |            

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Nonqualified Deferred Compensation

|Name(a)                                                                  |  | Executive Contributions in Last FY
($)(b) |  | Registrant Contributions in Last FY
($)(c) |  | Aggregate Earnings in Last FY
($)(d) |   | Aggregate Withdrawals/ Distributions
($)(e) |  | Aggregate Balance at Last FYE
($)(f)
|------------------------------------------------------------------------ |  | ----------------------------------------- |  | ------------------------------------------ |  | ------------------------------------ | - | ------------------------------------------- |  | ------------------------------------
|Gary M. Holloway, Sr.Chairman, President & Chief Executive Officer       |  |                                          |  |                                           |  |                                     |   |                                            |  |                                    
|J. Patrick O'GradyExecutive Vice President & Chief Financial Officer     |  | 14,469                                    |  | 862                                        |  | (111                                 | ) |                                            |  | 15,220                              
|Bruce F. RobinsonPresident of Military Housing Business                  |  | 2,169                                     |  | 63                                         |  | (7                                   | ) |                                            |  | 2,225                               
|John DeRiggiPresident of Student Housing Business                        |  |                                          |  |                                           |  |                                     |   |                                            |  |                                    
|Joseph M. MacchioneExecutive Vice President, General Counsel & Secretary |  |                                          |  |                                           |  |                                     |   |                                            |  |                                    

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The
Company implemented the GMH Communities Trust Non-Qualified Deferred Compensation Plan on September 1, 2007. Under the plan, the Company registered up to
$64.0 million of deferred compensation obligations that may be offered to certain eligible employees of GMH Communities Company and its affiliates. The eligible employees will consist of
certain management and highly compensated employees determined to be eligible under the plan by the plan's Administrative Committee.

The
obligations are general unsecured obligations of the Company to pay deferred compensation in the future in accordance with the terms of the plan from the general assets of the
Company and rank pari passu with other unsecured and unsubordinated indebtedness of the Company from time to time outstanding. The Company has established a "rabbi" Company to hold assets contributed
under the plan. However, these assets remain general assets of the Company and rank pari passu with other unsecured and unsubordinated indebtedness of the Company from time to time outstanding.

Under
the plan, participants may elect to defer a portion of their base salary, as well as incentive/bonus payments for Plan Year (generally from January 1 through
December 31 of any year), provided that (i) in order to defer any base salary for a Plan Year, the participant must defer a minimum of $2,000 of his or her base salary and may defer up
to 15% of his or her base salary in a Plan Year, and (ii) in order to defer incentive/bonus payments for a Plan Year, the participant must defer a minimum of $2,000 of his or her
incentive/bonus payments and may defer up to a maximum of 50% of such incentive/bonus payments in a Plan Year. The amount of compensation deferred by each participant is determined in accordance with
each participant's deferral election and the provisions of the Plan. Participants will be eligible to receive matching contributions into their deferral accounts from the Company if the participant
makes the maximum permissible salary deferral under the Company's 401(k) plan in that Plan Year, with such annual matching contributions equal to 25% of the first 2% of the participant's base salary
and incentive/bonus payments deferred for the Plan Year. Also, the Administrative Committee may, in its sole discretion, make an additional discretionary contribution on behalf of a Plan participant
in any amount the committee desires. The plan provides for the investment of each participant's deferral account in such investments as are available under the terms of the plan and that such
participant may elect. Participants are always 100% vested in their deferral amounts and any matching contributions from the Company, and will become vested in any discretionary contributions pursuant
to a vesting schedule, if any, approved by the Administrative Committee or immediately upon the participant's death or disability. Upon the occurrence of a change in control (as defined in the plan),
amounts from deferral accounts may be distributed to participants within 12 months following the
change in control, if the Company determines to make such distribution and the distribution is permitted under applicable law. Participants cannot sell, assign, hypothecate, alienate, encumber or in
any way transfer or convey in advance of receipt any obligations. All deferral accounts together with earnings thereon will be payable upon the termination of the deferral period, retirement, death,
disability or separation of service in a single lump sum or in installments over a period of up to 15 years in accordance with the terms of the plan. The Administrative Committee may also
approve of a distribution from deferred accounts upon an unforeseeable financial emergency with respect to a participant. The obligations are not convertible into any other security of the Company.
The Obligations will not have the benefit of a negative pledge or any other affirmative or negative covenant of the Company.

Potential Payments Upon Termination or Change in Control

Pursuant to the Trust's employment agreements, Messrs. Holloway, Robinson, DeRiggi, O'Grady and Macchione, each of the executives is entitled to certain
termination or change-in-control payments. The employment agreements provide that the executive officers agree to devote substantially all of their business time to the
performance of their duties to us under their employment agreements (except as we otherwise agree). At the end of the initial three-year term, the employment agreements will

11

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automatically
extend for two additional one-year periods (each, an "Extension Term"), unless either party terminates the agreement by providing prior written notice to the other party not
later than 60 days prior to expiration thereof. These employment agreements permit us to terminate the executives' employment with appropriate notice for or without "cause." "Cause" is
generally defined to mean:



In
addition, each executive has the right under his employment agreement to resign for "good reason" upon certain events that occur without such executive's written consent, provided the
executive notifies us of his determination that "good reason" exists within 60 days of when the executive knows of the occurrence of the event upon which his determination is based. For these
purposes, "good reason" means (i) any material reduction in duties, responsibilities or reporting requirements, or the assignment of any duties, responsibilities or reporting requirements that
are inconsistent with his positions with us; (ii) a reduction in his annual base salary; (iii) the termination or material reduction of certain employee benefit plans, programs or
material fringe benefits other than in connection with modifications to plans that are applicable to all similarly situated officers; (iv) relocation of our offices outside of a
35-mile radius of Newtown Square, Pennsylvania; (v) a failure by us to renew his employment agreement on at least comparable terms at the close of the initial term or of either
extension term; or (vi) our material breach of his employment agreement which continues for a period of 30 days after written notice. In addition, with respect to Mr. Holloway,
such "good reason" also includes his removal from the board, other than for "cause," or failure to be nominated or elected to the board, other than for "cause," absent his prior written consent.

In
the event of a termination of the executive's employment by the executive or by us (or our successor) for any reason other than "cause" following a change of control, the executive
will become fully vested in his options and restricted shares and shall have a two-year period from his or her date of termination to exercise his or her vested options. In general terms,
a change of control occurs:



12

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With
respect to Messrs. Holloway and Robinson, if payments become due as a result of a change of control and the excise tax imposed by Section 4999 of the Code applies, the
terms of their employment agreements require us to gross up the executives for the amount of this excise tax plus the amount of income and other taxes due as a result of the gross up payment.

Each
executive has agreed with the Trust that for a period after termination of his employment (18 months for Messrs. Holloway and Robinson, 24 months for
Messrs. DeRiggi, O'Grady and Macchione), such executive will not compete with the Trust by working with or investing in, subject to certain limited exceptions noted below, any enterprise
engaged in a business substantially similar to any primary segment of our business as conducted during the period of the executive's employment with the Trust. The executive will not be subject to
these restrictions if the Trust commits a material breach of the executive's employment agreement. In addition, these restrictions will not preclude the executive from (i) making any investment
in a public company or any entity in which he is the owner of 5% or less of the issued and outstanding voting securities, provided ownership does not result in his being obligated or required to
devote a substantial amount of managerial efforts, (ii) engaging in charitable, academic or community activities, or in trade or professional organizations, or (iii) holding
directorships in other companies consistent with our conflict of interest policies and corporate governance guidelines.

The
employment agreements provide that, if the executive's employment ends due to termination by us without cause, or termination by the executive for good reason, we will be obligated
to pay the following severance benefit: (i) a lump sum payment equal to (A) with respect to Mr. Holloway, three times base salary his average annual bonus determined at the
superior level of both corporate and individual performance for the year in which the termination occurs, (B) with respect to Mr. Robinson, two times such amount if not in connection
with a change of control and three times such amount if in connection with a change of control, and (C) with respect to Messrs. DeRiggi, O'Grady and Macchione, two times such amount,
(ii) a prorated amount of the incentive bonus at the superior level for individual and corporate performance for the year in which the termination occurs, and (iii) an amount equal to
accrued but unpaid base salary through the date of termination plus any other compensation then due and owing. The Trust will also permit the executive to continue to participate in, and will pay the
premiums for, group health coverage for a period of three years following the executive's date of termination with respect to Messrs. Holloway and Robinson, and two years with respect to
Messrs. DeRiggi, O'Grady and Macchione. Additionally, all of the options and restricted shares granted to the executive will become fully vested, and the executive will have a period of at
least two years from the effective date of termination in which to exercise all vested options. If, however, any executive resigns for "good reason" upon notice of non-renewal by the Trust
after the second Extension Term, the multiplier described in clause (i) above will be reduced to one times such amount. Assuming

13

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a
triggering event for these severance benefits upon termination took place as of December 31, 2007, the following payments would have been due and payable to the executive officers:

|Named Executive Officer With Employment Agreements                           |  | Estimated Aggregate Payment Upon Termination without Cause, or by Employee with Good Reason, as of December 31, 2007
|---------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------
|Gary M. Holloway, Sr.Chairman, President & CEO                               |  | $                                                                                                                   
|J. Patrick O'GradyExecutive Vice President & CFO                             |  | $                                                                                                                   
|Bruce F. RobinsonPresident of Military Housing Business                      |  | $                                                                                                                   
|John DeRiggiPresident of Student Housing Business & Chief Investment Officer |  | $                                                                                                                   
|Joseph M. MacchioneExecutive Vice President, General Counsel & Secretary     |  | $                                                                                                                   

If
an executive's employment ends due to death or permanent disability, the Trust will pay to the executive, or his estate or beneficiary, an amount equal to one times the executive's
base salary and the executive's annual incentive bonus (determined at the superior level for both corporate and individual performance for the year in which the termination of employment occurs)
within 10 days of the occurrence of the relevant event. Further, the executive will become vested in all options and restricted shares and the executive or the executive's personal
representative will have one year from the date of the event to exercise all vested options. The Trust will pay to the executive or the executive's representative any base salary, annual bonus,
expense reimbursement, and all other compensation related payments payable as of the date of the relevant event. In addition, the Trust will pay to the executive or the executive's representative a
prorated amount of the incentive bonus at the target level for corporate and individual performance for the year in which the relevant event occurred. Assuming a triggering event for these severance
benefits upon termination took place as of December 31, 2007, the following payments would have been due and payable to the executive officers:

|Named Executive Officer With Employment Agreements                           |  | Estimated Aggregate Payment Upon Termination as a result of Death or Permanent Disability, as of December 31, 2007
|---------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------
|Gary M. Holloway, Sr.Chairman, President & CEO                               |  | $                                                                                                                 
|J. Patrick O'GradyExecutive Vice President & CFO                             |  | $                                                                                                                 
|Bruce F. RobinsonPresident of Military Housing Business                      |  | $                                                                                                                 
|John DeRiggiPresident of Student Housing Business & Chief Investment Officer |  | $                                                                                                                 
|Joseph M. MacchioneExecutive Vice President, General Counsel & Secretary     |  | $                                                                                                                 

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In
the event of a termination of the executive's employment by the executive or by us (or our successor) for any reason other than "cause" following a change of control as described
above, the executive will become fully vested in his options and restricted shares and shall have a two-year period from his or her date of termination to exercise his or her vested
options.

With
respect to Messrs. Holloway and Robinson, if payments become due as a result of a change of control and the excise tax imposed by Section 4999 of the Code applies, the
terms of their employment agreements will require us to gross up the executives for the amount of this excise tax plus the amount of income and other taxes due as a result of the gross up payment.
Effective as of July 27, 2006, the Trust entered into an amendment to its employment agreement with Bruce F. Robinson, President of the Military Housing division. Under the terms of the
amendment, in the event of the occurrence of a change of control (as defined in the agreement), other than a change of control resulting from a transaction in which Gary M. Holloway, Sr. or
Mr. Robinson is a majority owner or managing member of the Trust (or any successor) following the transaction, then Mr. Robinson and the Trust (or the buyer or acquirer in such change of
control transaction) shall enter into good faith negotiations not later than 15 days following the closing of such transaction as to Mr. Robinson's position with, and role and
compensation in the post-closing business. If the parties to such negotiation have not reached an agreement and have not executed an employment agreement with respect to
Mr. Robinson's ongoing employment after the closing not later than 30 days following such closing, then Mr. Robinson shall have the right, not later than 15 days following
the expiration of the 30-day period, to terminate employment with the Trust and have such termination deemed to constitute "good cause" pursuant to the agreement; provided, however, that
such election shall not be available in the event (i) that Mr. Robinson has become entitled to severance under any other provision of the employment agreement prior to his termination of
employment, or (ii) of his death, permanent disability or the occurrence of any event that would give the Trust valid reason to terminate for cause. Assuming a triggering event for these
severance benefits upon termination took place as of December 31, 2006, the following payments would have been due and payable to the executive officers:

|Named Executive Officer With Employment Agreements                           |  | Estimated Aggregate Payment Upon Termination For any reason other than Cause, as of December 31, 2007
|---------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------
|Gary M. Holloway, Sr.Chairman, President & CEO                               |  | $                                                                                                    
|J. Patrick O'GradyExecutive Vice President & CFO                             |  | $                                                                                                    
|Bruce F. RobinsonPresident of Military Housing Business                      |  | $                                                                                                    
|John DeRiggiPresident of Student Housing Business & Chief Investment Officer |  | $                                                                                                    
|Joseph M. MacchioneExecutive Vice President, General Counsel & Secretary     |  | $                                                                                                    

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Compensation of Non-Employee Trustees

|Name(a)                      |  | Fees Earned or Paid in Cash
($)(b)(1) |        | Share Awards
($)(c)(2) |   | All Other Compensation
($)(g) |  | Total
($)(h)
|---------------------------- |  | ------------------------------------- | ------ | ---------------------- | - | ----------------------------- |  | ------------
|Frederick F. Buchholz        |  | $                                     | 35,000 | (1)                    | $ | 29,310                        |  |            
|RADM James W. Eastwood (Ret) |  | $                                     | 46,000 | (1)                    | $ | 29,310                        |  |            
|Michael D. Fascitelli        |  | $                                     | 29,000 | (1)                    | $ | 29,273                        |  |            
|Steven J. Kessler            |  | $                                     | 49,500 | (1)                    | $ | 29,310                        |  |            
|Denis J. Nayden              |  | $                                     | 31,000 | (1)                    | $ | 29,310                        |  |            
|Dennis J. O'Leary            |  | $                                     | 29,000 | (1)                    | $ | 26,768                        |  |            
|Richard A. Silfen            |  | $                                     | 47,000 | (1)                    | $ | 29,310                        |  |            

---

As
compensation for serving on our Board, each of our non-employee trustees will receive an annual fee of $40,000, of which $20,000 will be paid in the form of restricted
shares and $20,000 will be paid in cash. The cash portion of this annual fee is paid on a quarterly pro-rata basis, and the restricted share portion of this annual fee is paid on
June 30th of each fiscal year. These restricted shares generally vest in three equal annual installments, are considered outstanding common shares for purposes of voting
along with our common shareholders, and receive dividend-equivalent cash payments along with our common shareholders. Beginning with the restricted common share grant to occur as of June 30,
2007, the vesting terms of the restricted shares will be modified to permit for accelerated vesting at such time as a non-employee's number of years of service on the Board plus his age
equals at least 65. In addition, as of January 1, 2007, each non-employee trustees receives $1,000 for each Board or committee meeting attended in-person or
telephonically. Committee chairmen will

16

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receive
an additional annual fee with the lead independent trustee receiving an additional $5,000 per year, the Audit Committee chairman receiving an additional $7,500 per year, and the Compensation
Committee chairman and the Nominating and Corporate Governance Committee chairman each receiving an additional $5,000 per year.

Trustees
who also are officers or employees of our company receive no additional compensation as trustees. In addition, we reimburse our trustees for their reasonable
out-of-pocket expenses incurred in attending Board and committee meetings. Upon joining our Board, each non-employee trustee receives 3,500 restricted common shares
that vest in the same manner as described above. Our Board may change the compensation of our non-employee trustees in its discretion, and has delegated this authority to the Nominating
and Corporate Governance Committee.

Compensation Discussion and Analysis

Overview of Compensation Program

The Compensation Committee (for purposes of this analysis, the "Committee") of the Board has been appointed to discharge the Board's responsibilities relating to
the compensation of the Trust's executive officers. The Committee has the overall responsibility for approving and evaluating the Trust's executive officer compensation plans, policies and programs.
The Committee's primary objectives include serving as an independent and objective party to review these compensation plans, policies and programs.

Throughout
this discussion, the individuals who served as the Trust's chief executive officer and chief financial officer during fiscal 2007, as well as the other individuals included in
the Summary Compensation Table presented above, are sometimes referred to in this discussion as the "named executive officers."

Compensation Philosophy and Objectives

The Compensation Committee believes that a well-designed compensation program should align the goals of the shareholders with the goals of the chief
executive officer, and that a significant part of the executive's compensation, over the long term, should be dependent upon the value created for shareholders. In addition, all executives should be
held accountable through their compensation for the Trust's performance, and compensation levels should also reflect the executive's individual performance during the period in an effort to encourage
increased individual contributions to the Trust's performance. The compensation philosophy, as reflected in the Trust's employment agreements with its executives, is designed to motivate executives to
focus on operating results and create long-term shareholder value by:



The
Compensation Committee believes that each of the above factors is important when determining compensation levels. Initially, the Committee reviews and approves annually the chief
executive officer's proposed corporate and individual performance goals and objectives relevant to executive officers and subsequently evaluates performance of the executive officers in light of those
goals and objectives. The Committee considers the Trust's performance, relative shareholder return, the total compensation provided to comparable officers at similarly-situated companies, and
compensation

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given
to executive officers in prior years. To that end, the Committee believes executive compensation packages provided by the Trust to its executive officers should include both base salaries and
annual bonus awards that reward corporate and individual performance, as well as incentivize those executives to meet or exceed established goals.

Role of Executive Officers in Compensation Decisions

The Committee makes all final compensation decisions for the Trust's executive officers. The chief executive officer annually reviews the performance of the
executive officers other than himself (his performance is reviewed solely by the Committee), and then presents his conclusions and recommendations to the Committee with respect to base salary
adjustments and annual cash bonus award amounts. The Committee then has the ability to exercise its own discretion in modifying any recommended adjustments or awards to the executives (subject where
relevant to applicable terms under employment agreement), but does consider the recommendations from the chief executive officer, as well as any self-evaluations prepared by executive
officers in light of any individual performance goals that have been pre-approved by the Committee.

Role of Equity-Based Compensation in Compensation Analysis

Historically, the Committee has approved only annual base salary adjustments and cash bonus awards for executive officers, and has not established any program
pursuant to which executive officers receive equity-based awards under the Trust's Equity Incentive Plan. To date, the only named executive officer to whom equity-based compensation has been awarded
is Mr. O'Grady, the Trust's current chief financial officer. The grant to Mr. O'Grady was part of his initial employment package under an employment agreement that became effective on
July 1, 2006. The grant to Mr. O'Grady consisted of
40,000 restricted common shares as called for by the employment agreement, which shares vest over a three-year period (10,000 shares upon the first anniversary of employment, and 15,000
shares for each of the second and third anniversaries of employment).

No
other equity-based awards have been granted to executive officers or other Trust employees since inception of the Trust's Equity Incentive Plan. To the extent that the Committee
considers the adoption of an equity-based award program for executive officers in the future, the Committee views any such program as a form of long-term compensation, and would expect to
structure the program to include the grant of restricted common shares with vesting restrictions over one or more years of employment in order to promote the Trust's goal of retaining key employees,
and align the key employee's interests with those of the Trust's shareholders from a long-term perspective. The Committee also would engage an independent compensation consultant in
structuring the terms of any such equity-based compensation program, and to review the terms of similar programs utilized by other peer group companies.

Role of Employment Agreements in Determining Executive Compensation

Each of the Trust's currently employed executive officers, other than Marina Dikos, is a party to an employment agreement. Ms. Dikos was appointed as Chief
Accounting Officer of the Trust in September 2007, at which time her prior compensation terms were determined to remain in place through the remainder of the year. At the time of the Trust's initial
public offering in October 2004, the Trust executed employment agreements with three of its then top executive officers: the chief executive officer and the presidents of the Trust's student housing
and military housing divisions. Then, in July 2006, the Trust executed employment agreements with the Trust's chief financial officer, J. Patrick O'Grady, as well as with the Trust's new president of
the student housing division, John DeRiggi, and the Trust's general counsel, Joseph M. Macchione. The Committee has structured the compensation terms under these other employment agreements to
motivate executives to achieve the

18

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business
objectives set by the Trust and reward the executives for achieving such objectives, as well as to promote the Trust's goal of retaining key employees.

Annual Base Salaries

Base salaries are paid for ongoing performance throughout the year. In order to compete for and retain talented executives who are critical to the Trust's
long-term success, the Committee has determined that the base salaries of executive officers should be generally in line with the average of those of executives of other equity REITs that
compete with the Trust for employees, investors and business, while also taking into account the executive officer's individual performance and tenure and the Trust's performance relative to its peer
companies within the REIT sector.

The
initial terms under the employment agreements are each for three years, and provide for two automatic one-year renewals terms unless one of the parties provides notice of
non-renewal at least 60-days prior to the end of the then current term. As of November 2, 2007, the initial three-year term under the employment agreements
for Messrs. Holloway and Robinson ended, and a one-year automatic renewal term commenced. Each of the employment agreements provide for initial base salaries, with future increases
to be determined and approved by the Committee. The initial base salaries for Messrs. Holloway and Robinson were reviewed and recommended by The Schonbraun McCann Group LLC, an
independent consulting firm engaged prior to completion of the Trust's initial public offering in November 2004, and the initial base salaries for Messrs. O'Grady, DeRiggi and Macchione were
evaluated by the Committee on the basis of a peer group report compiled by the Committee's compensation consultant, which provided an analysis of salary and bonus amounts paid to similarly-situated
employees at several comparably-sized companies. Prior to the date of effectiveness of the employment agreements for Messrs. DeRiggi and Macchione on July 1, 2006, their annual base
salaries had been similarly evaluated by the Committee in conjunction with its review of the independent compensation consultant's peer group report. In its most recent report to the Compensation
Committee for purposes of approving base salary adjustments, the Committee's compensation consultant included the following companies as part of the Trust's peer group in comparing compensation of
executives: American Campus Communities, American Financial Realty Trust, Brandywine Realty Trust, Colonial Properties, Education Realty Trust, Essex Property Trust, Inc., Hersha Hospitality
Trust, Home Properties, Inc., Mid America Apartment Communities Inc., Pennsylvania Real Estate Investment Trust, Liberty Property Trust and UDR, Inc. In evaluating the
compensation provided within peer groups, the Committee considers differences between the relevant peer group company and the Trust, such as location, market presence, size, type of real estate
holdings, market capitalization, and other pertinent factors. The Committee, together with its compensation consultant, will periodically review and update the Trust's list of peer group companies to
ensure that it is comprised of those companies that compete for similar talent and investors.

Under
the terms of the executive officers' employment agreements, the base salaries are to be increased annually effective January 1 of each year during the term of the employment
agreement, and such increases will be a minimum positive amount equal at least to the percentage increase in the Consumer Price Index. During the first quarter of 2007, the Committee met to consider
the appropriate level of increases for each of the executives 2007 base salaries. As part of its analysis, the Committee acknowledged the need to properly incentivize the executive officers to exceed
beyond performance expectations for 2007, but also recognized that successful execution of management's 2007 business strategy (which included the placement of a new credit facility, as well as
completion of the refinancing and sale/joint venture of certain student housing properties) would be highly determinative of the executive's performance for 2007. Accordingly, the Committee concluded
that a 3% increase in the executive officers' base salaries was warranted at the time, but agreed to reassess the possibility of a larger increase after the first half of 2007, at which time the
Committee could review the level of financial and operational improvement of the Trust, specifically with regard to the student housing

19

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segment.
During the second half of 2007, the Committee met again to reassess additional increases to the executive officers' base salaries, and in light of the successful completion of the Trust's
2007 business strategy, approved additional increases each of the executive officers' base salaries, to be applied retroactively to January 1, 2007. As referenced above, the Committee used a
peer group compensation report provided by its compensation consultant in evaluating any increases in the base salaries of the executives under their employment agreements, and sought to ensure that
the base salaries would be near the average to slightly above average of the base salaries received by similarly-situated employees at the peer group companies referred to above.

Annual Incentive Bonus Awards

In addition to the provisions for base salaries under the terms of the Trust's employment agreements, each executive is entitled to receive an annual cash bonus
for each calendar year during the term of the agreement, based on the achievement of individual and corporate performance goals set by the Committee. The Committee establishes achievement thresholds
for the bonuses to be paid with respect to the achievement of these goals, as follows: (a) for Mr. Holloway, threshold, target, superior and outperformance levels equal to 40%, 80%,
120%, and 200%, respectively, of his base salary; (b) for Mr. Robinson, threshold, target, superior and outperformance levels equal to 40%, 80%, 120%, and 175%, respectively, of his base
salary; and (c) for Messrs. DeRiggi, O'Grady and Macchione, threshold, target and superior levels equal to 40%, 80% and 120%, respectively, of their respective base salaries.

Under
the terms of the employment agreements, the Board or the Committee is required to meet during the first 90 days of each calendar year (120 days solely with respect to
the 2006 calendar year for Messrs. DeRiggi, O'Grady and Macchione) to determine the relevant individual and corporate performance goals for each executive officer for the
then-current year. At the end of that year, an assessment of individual and corporate performance against these goals is used to determine the cash incentive bonuses to be awarded in
accordance with the following formula set forth under the employment agreements:



With
respect to the allocation of individual and corporate goals, the applicable percentages under the employment agreements are 20% and 80%, respectively, for Messrs. Holloway,
Robinson and DeRiggi, and 40% and 60%, respectively, for Messrs. O'Grady and Macchione. In setting individual performance goals, the Committee obtains a list of such goals from each of the
executive officers, which generally include personal objectives of the individual for the coming year that relate to their management, and the general performance, of their respective department (or
the Trust as a whole, as it relates to the chief executive officer). With respect to corporate goals, management as a whole submits its recommendations to the Committee as to various Trust performance
objectives for the coming year, which generally are divided into goals for each of the student housing and military housing segments, as well as the Trust's overall performance on the basis of funds
from operations, or FFO. These corporate performance goals are further broken down into threshold, target, superior or (where applicable) outperformance levels. For 2007, the corporate performance
goals relating to

20

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student
housing were based on the financial and operational performance of the Trust's student housing segment, including successful completion of the Trust's 2007 business strategy; and goals
covering military housing were based on the number of military housing end-state housing units awarded under military housing privatization projects during the fiscal year. With respect to
FFO, the Committee historically has reviewed analyst consensus for projected fiscal year FFO of the Trust in setting the target level of performance. In addition to these purely quantitative factors,
the Committee also performs a qualitative analysis with respect to the Trust's and each business segment's performance for the fiscal year. The Committee reviews the recommendations submitted by
management for both individual and corporate performance goals, and uses its discretion in making appropriate adjustments to the recommendations before finally approving them. With regard to corporate
performance goals for 2007, the Committee approved the following performance levels: superior level for FFO, in light of the fact that the Trust had exceeded management's FFO target for 2007
(eliminating one-time charges associated with settlement of the Trust's class action); outperformance level for Messrs. Holloway and Robinson relating to military housing units
awarded, and superior level for Messrs. O'Grady, DeRiggi and Macchione, as a result of the award of military housing units awarded in 2007; a blend of superior and target (totaling 100%) for
student housing segment performance, based on successful implementation of strategic initiatives; and a slightly above target level (90%) for other corporate goals, accounting for placement of a new
credit facility, implementation of more thorough data management and financial reporting tools, and enhanced compliance with Sarbanes-Oxley requirements.

In
terms of evaluating the appropriate individual performance levels to assign to each of the executive officers for 2007, the Committee considered recommendations provided by
Mr. Holloway, as well as its own assessment of the work that had been performed by the executives throughout the year. With respect to Mr. Holloway, whose individual and corporate
performance goals are aligned, the Committee noted each of the corporate goals described above and the successful completion of management's 2007 business strategy. In evaluating 2007 individual
performance for Mr. O'Grady, the Committee awarded a blend of target and superior levels at 100%, and acknowledged the successful placement of the Trust's new line of credit and continued
implementation of successful measures designed to ensure accurate and timely reporting of the Trust's results of operations, compliance with internal controls and capital expenditure management. With
respect to Mr. DeRiggi, the Committee awarded a slightly above target performance level at 90%, noting that the student housing division had implemented several strategic initiatives designed
to improve operating performance within the student housing segment; and as to Mr. Macchione, the Committee noted his coordination of, and assistance with, settlement of the Trust's class
action litigation and awarded a superior level of individual performance at 120%. With respect to Mr. Robinson's 2007 performance, the Committee awarded an outperformance rating at 175%,
acknowledging that the Trust's military housing division had performed well above management's expectations with regard to the number of military housing units awarded during 2007.

As
noted above, Ms. Dikos was appointed as the Trust's Chief Accounting Officer in September 2007, at which time the terms of her compensation in place prior to her appointment as
an executive officer continued through the remainder of 2007, and received a bonus equal to 32.7% of her base salary.

In
addition to its determination of the executive's individual performance levels for 2007, the Committee also compared the executive's total compensation for 2007 to that of
similarly-situated personnel under the Trust's peer group analysis provided by the Committee's independent compensation consultant. The Committee noted that the 2007 total compensation to be awarded
to these executives was within the average to slightly above average range of combined total compensation for similarly-situated positions under the applicable peer group analysis.

21

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Equity-Based Compensation

The employment agreements also provide that the executives are eligible for grants of stock options and restricted common shares under the Trust's Equity
Incentive Plan, pursuant to the terms and conditions as determined by the Committee. With respect to restricted share grants, the employment agreements provide that the shares will have voting and
dividend rights, and following the applicable restriction period as determined by the Committee, will be fully transferable to the executive. As stated above, the Committee has not granted any
equity-based compensation to the Trust's executive officers to date, other than the restricted common shares awarded to Mr. O'Grady as part of his initial employment package.

Perquisites and Other Personal Benefits

The Trust's employment agreements provide the executive officers with perquisites and other personal benefits that the Trust and the Committee believe are
reasonable and consistent with its overall compensation program to better enable the Trust to attract and retain superior employees for key positions. The Committee periodically reviews the levels of
perquisites and other personal benefits provided to the executive officers.

The
executive officers are provided the following benefits under the terms of their employment agreements: an allotted number of paid vacation weeks; eligibility for the executive and
his spouse and dependents in all Trust sponsored employee benefits plans, including 401(k) plan, group health, accident, disability insurance, group life insurance and supplemental life insurance, on
such terms no less favorable than applicable to any other executive; eligibility for participation in any Trust sponsored deferred compensation plans (of which there are currently none that are
utilized); an annual physical medical examination at the Trust's cost; a monthly car allowance; reimbursement for costs associated with tax and financial planning assistance; coverage under a
Trust-paid director and officer insurance plan on terms no less favorable than coverage provided to any other then current officer or trustee; and, supplemental renewable
long-term disability insurance, at the Trust's cost, as agreed to by the Trust and the executive. Attributed costs of the personal benefits described above for the named executive officers
for the fiscal year ended December 31, 2007, are included in column (i) of the "Summary Compensation Table" provided below in this report.

In
addition, the executives' employment agreements each contain provisions relating to payments upon change in control events and severance upon termination for events other than without
cause or good reason (as defined under the terms of the employment agreements). These change in control and severance terms are designed to promote stability and continuity of senior management.
Information regarding applicable potential payments under these provisions for the named executive officers is provided under the heading "Potential Payments Upon Termination or Change in Control"
presented below in this report.

Federal Tax Regulations

Section 162(m) of the Code limits the deductibility on the Trust's income tax return to compensation of $1.0 million for certain executive officers
unless, in general, the compensation is paid pursuant to a plan that is performance-based, nondiscretionary and has been approved by the Trust's shareholders. The Compensation Committee's policy with
respect to Section 162(m) since the Trust's initial public offering is to make reasonable efforts to ensure that compensation is deductible to the extent permitted, while simultaneously
providing the Trust's executives with appropriate rewards for their performance.

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Compensation Committee Report

The Compensation Committee of the Trust has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of
Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Trustees of the Trust that the Compensation
Discussion and Analysis be included in this proxy statement.



Compensation Committee Interlocks and Insider Participation

All of the members of the Compensation Committee of the Trust's Board have been determined to be independent trustees in accordance with the listing standards and
corporate governance rules of the NYSE and the terms of the Trust's Corporate Governance Guidelines. None of these trustees, or any of our executive officers, serves as a member of a board or any
compensation committee of any entity that has one or more executive officers serving as a member of the Board of Trustees.

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth the beneficial ownership of common shares, as of April 15, 2008, by (i) each of the Company's trustees,
(ii) each of the Company's executive officers, (iii) all of the
Company's trustees and executive officers as a group and (iv) any shareholders known to the Company to be the beneficial owner of more than 5% of our common shares (based solely on information
provided in Schedule 13D or 13G filings made by such beneficial owners with the SEC). The SEC has defined "beneficial" ownership of a security to mean the possession, directly or indirectly, of
voting power and/or investment power. A shareholder is also deemed to be, as of any date, the beneficial owner of all securities that such shareholder has the right to acquire within 60 days
after that date through (a) the exercise of any option, warrant or right, (b) the conversion of a security, (c) the power to revoke a trust, discretionary account or similar
arrangement or (d) the automatic termination of a trust, discretionary account or similar arrangement.

Under
the terms of the Company's Declaration of Trust, shareholders generally may not have "beneficial" or "constructive" ownership (as those terms are defined in the Declaration of
Trust) of more than 7.1% of the outstanding common shares of the Company at any time. Common shares indicated as beneficially owned in the following table may not be deemed to be "beneficially" and/or
constructively" owned by the shareholder under the Declaration of Trust. The Declaration of Trust provides that the Board may approve exceptions to this limitation of ownership, provided that the
ownership exception would not threaten the Company's ability to qualify as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the "Code"), and currently provides the
following exceptions: (i) Mr. Holloway and persons whose share ownership would be attributed to him under the Declaration of Trust's constructive ownership provisions may own no more
than 20% of the outstanding shares of the Company; (ii) Steven Roth, the chief executive officer of Vornado Realty Trust, and persons whose share ownership would be attributed to him under the
Declaration of Trust's constructive ownership rules may own no more than 8.5% of the outstanding shares of the Company, and (iii) Vornado Realty, L.P., Vornado Realty Trust, and
designated affiliates or permitted transferees of Vornado Realty, L.P. under the terms of a warrant issued by the Company, generally have no

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restriction
on ownership levels in the Company (except that any person who is treated as an "individual" for purposes of the Code may not benefit from this unlimited ownership exception).

|Name of Beneficial Owner                                    |  | Number of Shares Beneficially Owned |     | Percentage of Outstanding Common Shares(1) |     
|----------------------------------------------------------- |  | ----------------------------------- | --- | ------------------------------------------ | ----
|Trustees and Executive Officers                             |  |                                     |     |                                            |     
|Gary M. Holloway, Sr.(2)                                    |  | 17,310,379                          | (2) | 20.0                                       | %(2)
|Bruce F. Robinson                                           |  | 1,014,305                           | (3) | 2.4                                        |     
|John DeRiggi                                                |  | 251,250                             | (3) | *                                          |     
|J. Patrick O'Grady                                          |  | 45,000                              | (3) | *                                          |     
|Joseph M. Macchione                                         |  | 63,700                              | (3) | *                                          |     
|Marina Dikos                                                |  | 1,185                               |     | *                                          |     
|Frederick F. Buchholz                                       |  | 14,651                              | (4) | *                                          |     
|RADM James W. Eastwood (Ret)                                |  | 153,102                             | (4) | *                                          |     
|Michael D. Fascitelli                                       |  | 7,616                               | (5) | *                                          |     
|Steven J. Kessler                                           |  | 13,552                              | (4) | *                                          |     
|Denis J. Nayden                                             |  | 43,552                              | (4) | *                                          |     
|Dennis J. O'Leary                                           |  | 75,482                              | (4) | *                                          |     
|Richard A. Silfen                                           |  | 17,552                              | (4) | *                                          |     
|All executive officers and trustees as a group (13 persons) |  | 19,006,326                          |     | 31.7                                       | %(6)
|5% Shareholders                                             |  |                                     |     |                                            |     
|Barclays Global Investors, NA(7)                            |  | 2,347,578                           |     | 5.6                                        | %   
|FMR LLC(8)                                                  |  | 2,773,847                           |     | 6.7                                        | %   
|ING Group N.V.(9)                                           |  | 2,206,992                           |     | 5.3                                        | %   
|Inland American Real Estate Trust, Inc.(10)                 |  | 2,092,600                           |     | 5.0                                        | %   
|JP Morgan Chase & Co.(11)                                   |  | 2,341,645                           |     | 5.6                                        | %   
|Morgan Stanley(12)                                          |  | 7,170,607                           |     | 17.2                                       | %   
|Vanguard Group, Inc.(13)                                    |  | 2,666,619                           |     | 6.4                                        | %   
|Vornado Realty Trust(5)                                     |  | 9,855,104                           |     | 23.7                                       | %   

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Equity Incentive Plan Information

The following table gives information about the Company's common shares that may be issued upon the exercise of options, warrants and rights under all of the
Company's existing equity compensation plans as of December 31, 2007.

|Plan Category                                          |  | (a)
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |  | (b)
Weighted Average Exercise Price of Outstanding Warrants, Options and Rights |   | (c)
Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excludes Securities Reflected in Column (a))
|------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------- | - | ----------------------------------------------------------------------------------------------------------------------------------------------
|Equity compensation plans approved by shareholders(1)  |  |                                                                                                |  | $                                                                               |  |                                                                                                                                               
|Equity compensation plans not approved by shareholders |  |                                                                                                |  |                                                                                 |  |                                                                                                                                               
|                                                       |  |                                                                                                 |  |                                                                                 |   |                                                                                                                                               
|Total                                                  |  |                                                                                                |  | $                                                                               |  |                                                                                                                                               
|                                                       |  |                                                                                                 |  |                                                                                 |   |                                                                                                                                               

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Item 13.    Certain Relationships and Related Transactions, and Director Independence.

From time to time, the Company may acquire, manage or develop properties in which its trustees or executive officers have an interest, and has
on-going business relationships with Gary M. Holloway, Sr., entities affiliated with Mr. Holloway, and entities in which Mr. Holloway or the Company has an

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equity
investment. The Company may recruit other persons with experience in the student or military housing industries to join its board or management team who has financial interests in housing
properties the Company intends to acquire, develop or manage. In transactions of this nature, there will be conflicts between the Company's interests and the interest of the trustee or executive
officer involved, and the Company does not intend to engage in these transactions without the approval of a majority of our independent disinterested trustees and/or the Audit Committee.

Related Party Management and Other Services

Subsequent to the completion of the Company's initial public offering on November 2, 2004, common costs for human resources, information technology, office
equipment and furniture, and certain management personnel were allocated to the various entities owned or controlled by Mr. Holloway using assumptions based on headcount that management
believes are reasonable. The allocation of such costs to other entities owned or controlled by Mr. Holloway during the year ended December 31, 2007 totaled $230,000.

The
Company leases space in its corporate headquarters to entities wholly-owned by Mr. Holloway. During the year ended December 31, 2007, rental income from these entities
totaled $156,000.

The
Company is reimbursed by the joint ventures relating to certain of its military housing projects and student housing properties in which the Company has an ownership interest for the
cost of certain employees engaged in the daily operation of those military housing projects and student housing properties. During the year ended December 31, 2007, such expense reimbursements
relating to these military housing projects and student housing properties totaled $86.6 million.

Mr. Holloway
owns Bryn Mawr Abstract, Inc., an entity that provides title abstract services to third party title insurance companies, from which we have purchased title
insurance with respect to certain student housing properties and military housing projects that we have acquired or refinanced. In connection with the purchase of title insurance for these student
housing properties and military housing projects, premiums were paid to other title insurance companies, which fees in some cases are fixed according to statute. From these premiums, the other title
insurance companies paid to Bryn Mawr Abstract, Inc. $0.3 million during the year ended December 31, 2007, for providing title abstract services.

Mr. Holloway
owns GMH Capital Partners Commercial Realty LP, an entity that provides real estate consulting and brokerage services for real estate transactions. In
connection with the Company's Navy Northeast Region project, GMH Capital Partners Commercial Realty LP received brokerage service fees of $1.2 million during the year ended
December 31, 2007, in connection with the sale of land parcels by the Navy that was formerly part of the Company's Navy Northeast Region project.

In
February 2005, the Company transferred its interest in Corporate Flight Services, LLC, including the corporate aircraft and associated debt initially contributed to the
Operating Partnership at the time of the initial public offering, to Mr. Holloway. Corporate Flight Services, LLC had a net deficit of $171,000, net of $180,000 tax expense related to
the taxable gain upon the transfer to Mr. Holloway, on the date it was transferred to Mr. Holloway. This transfer was accounted for as a capital contribution to additional
paid-in capital. During the year ended December 31, 2007, the Company paid Corporate Flight Services, LLC, an entity wholly-owned by Mr. Holloway, $1.2 million
for use of an aircraft.

Review, Approval or Ratification of Transactions with Related Persons

Under the Company's conflicts of interest policy contained in its Code of Business Conduct and Ethics, a conflict of interest exists when a person's private
interest is not aligned or appears to be not aligned, or interferes or appears to interfere, in any way with the Company's interest. For example, the

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Company's
conflicts of interest policy prohibits its officers, employees and trustees from entering into agreements, transactions or business relationships, or otherwise taking actions, that involve
conflicts of interest, other than such agreements, transactions or business relationships or other actions that are (i) otherwise contemplated in the prospectus relating to the Company's
initial public offering, or (ii) approved in advance by the Company's Audit Committee. Except as otherwise permitted as described in the foregoing sentence, the Company is prohibited from,
among other things, engaging in the following activities:



In
accordance with this policy, all related party transactions that would be required to be reported under Item 404(a) of Regulation S-K as promulgated by the
SEC, must be approved in advance by the Audit Committee, or are otherwise deemed to be violations of the Company's Code of Business Conduct and Ethics. In evaluating related party transactions for
approval, the Audit Committee has considered the business purpose of the transaction, whether the terms of the transactions are consistent with those that could be obtained in arms-length
negotiations with unaffiliated third-parties, the dollar value of the individual transaction and the aggregate dollar value of all related party transactions with the related party. A copy of the
Company's Code of Business Conduct and Ethics may be viewed on the Corporate Governance section of the "Investor Relations" page on the Company's web site at www.gmhcommunities.com.

Trustee Independence.Our Board currently consists of nine members, two of whom were executive
officers as of April 15, 2008, and five of whom our Board has determined are "independent," with independence being defined in the manner established by our Board and in a manner consistent
with corporate governance rules established by the NYSE. These independent trustees are Messrs. Buchholz, Eastwood, Kessler, Nayden and Silfen. Our Board has adopted categorical standards,
which are contained in our Corporate Governance Guidelines and conform to the independence standards established by the NYSE, to assist it in making determinations of independence. Our Corporate
Governance Guidelines require that at all times a majority of the members of our Board be independent.

Item 14.    Principal Accountant Fees and Services.

Reznick Group, P.C. served as the Company's independent public accountants and principal registered public accounting firm during 2007 and 2006. During its
engagement with the Company throughout 2007, Reznick Group, P.C. performed certain non-audit services for the Company. The Audit Committee considered whether the provision of these
non-audit services was compatible with maintaining the accountants' independence. The Audit Committee discussed these services with

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representatives
of Reznick Group, P.C. and management to determine that they were permitted under the rules and regulations concerning auditor independence promulgated by the SEC to implement the
Sarbanes-Oxley Act of 2002, as well as by the American Institute of Certified Public Accountants.

The
following table presents the aggregate fees billed by Reznick Group, P.C. for the most recent fiscal years ended December 31, 2007 and 2006:

|                      |  | 2007 |           | 2006
|--------------------- |  | ---- | --------- | ----
|Audit Fees(1)         |  | $    | 914,300   |     
|Audit-Related Fees(2) |  | $    | 201,000   |     
|Tax Fees(3)           |  | $    | 27,500    |     
|All Other Fees        |  |      | -0-       |     
|                      |  |      |           |     
|Total fees            |  | $    | 1,142,800 |     

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The
Audit Committee's policy is to pre-approve certain specific audit and non-audit services to be provided to the Company by the independent auditors, based on a
pre-approved maximum dollar amount per service and maximum quarterly threshold for each service. In light of the pending sale of the Company, currently expected to be completed during the
second quarter of 2008, the Audit Committee pre-approved of the audit and non-audit services to be provided by its independent auditors through the first quarter, and will
reassess the need to pre-approve services for any future quarters to the extent it becomes necessary. In connection with the pre-approval process, the independent auditors
provided the Audit Committee with a list that described in reasonable detail the services expected to be performed by the independent auditor during the relevant period(s). Any request for services
not contemplated by this list must be submitted to the Audit Committee for specific pre-approval and the provision of such services cannot commence until such approval has been granted.
Normally, pre-approval is provided at regularly scheduled meetings. All audit, audit-related, tax and other services previously performed were pre-approved by the Audit
Committee.

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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.

|Date: April 29, 2008 |  | GMH COMMUNITIESTRUST                                                          
|-------------------- |  | ------------------------------------------------------------------------------
|                     |  | /s/GARY M. HOLLOWAYGary M. Holloway, Sr. President and Chief Executive Officer

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