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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 Amendment No. 1
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    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2006
 Or
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    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: 001-32417
 Education Realty Trust, Inc.
 (Exact Name of Registrant as Specified in Its Charter)
 Maryland(State or other jurisdiction of 
incorporation or organization)
    
    20-1352180(I.R.S. Employer
Identification No.)530 Oak Court Drive, Suite 300, 
Memphis Tennessee(Address of principal executive offices)
    
    38117(Zip Code)
 Registrants telephone number, including area code:
(901) 259-2500
Securities registered pursuant to section 12(b) of the Act:
 Title of class
    
    Name of exchange on which registeredCommon Stock, $.01 par value per share
    
    New York Stock Exchange
 Securities registered pursuant to section 12(g) of the Act:
None
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   DOCUMENTS INCORPORATED BY REFERENCE




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EXPLANATORY NOTE




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Item 15. Exhibits and Financial Statement Schedules.
  Financial Statements
  Financial Statement Schedules
  Exhibits




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SIGNATURES
   By:
    

/s/ Paul O. BowerPaul O. BowerPresident, Chief Executive Officerand Chairman of the Board of Directors




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INDEX TO EXHIBITS
 ExhibitNumber
    
    Description3.1
    
    Second Articles of Amendment and
Restatement of Education Realty
Trust, Inc. (Incorporated by
reference to Exhibit 3.1 to the
Companys Amendment No. 2 to its
Registration Statement on Form
S-11 (File No. 333-1192364),
filed on December 10, 2004.)3.2
    
    Bylaws of Education Realty
Trust, Inc. (Incorporated by
reference to Exhibit 3.2 to the
Companys Registration Statement
on Form S-11 (File No.
333-119264), filed on September
24, 2004.)4.1
    
    Form of Certificate for Common
Stock of Education Realty Trust,
Inc. (Incorporated by reference
to Exhibit 4.1 to the Companys
Amendment No. 5 to its
Registration Statement on Form
S-11 (File No. 333-1192364),
filed on January 24, 2005.)4.2
    
    Form of Education Realty Trust,
Inc. Common Stock Purchase
Warrant dated January 31, 2005,
issued to JPI Investment
Company, L.P. (Incorporated by
reference to Exhibit 4.2 to the
Companys Registration Statement
on Form S-11 (File No.
333-119264), filed on September
24, 2004.)4.3
    
    Form of Registration Rights
Agreement dated January 31,
2005, by and among Education
Realty Trust, Inc., Education
Realty Operating Partnership,
LP, JPI Investment Company, L.P.
and the unit holders whose names
are set forth on the signature
pages thereto. (Incorporated by
reference to Exhibit 4.3 to the
Companys Registration Statement
on Form S-11 (File No.
333-119264), filed on September
24, 2004.)10.1
    
    Form of Amended and Restated
Agreement of Limited Partnership
of Education Realty Operating
Partnership, LP. (Incorporated
by reference to Exhibit 10.1 to
the Companys Registration
Statement on Form S-11 (File No.
333-119264), filed on September
24, 2004.)10.2
    
    Form of Amended and Restated
Agreement of Limited Partnership
of University Towers Operating
Partnership, LP. (Incorporated
by reference to Exhibit 10.2 to
the Companys Registration
Statement on Form S-11 (File No.
333-119264), filed on September
24, 2004.)10.3(1)
    
    Form of Education Realty Trust,
Inc. 2004 Incentive Plan.
(Incorporated by reference to
Exhibit 10.3 to the Companys
Amendment No. 4 to its
Registration Statement on Form
S-11 (File No. 333-1192364),
filed on January 11, 2005.)10.4
    
    Form of Indemnification
Agreement between Education
Realty Trust, Inc. and its
directors and officers.
(Incorporated by reference to
Exhibit 10.4 to the Companys
Amendment No. 1 to its
Registration Statement on Form
S-11 (File No. 333-1192364),
filed on November 4, 2004.)10.5(1)
    
    Employment Agreement between
Education Realty Trust, Inc. and
Paul O. Bower, dated as of
December 6, 2004. (Incorporated
by reference to Exhibit 10.5 to
the Companys Amendment No. 2 to
its Registration Statement on
Form S-11 (File No.
333-1192364), filed on December
10, 2004.)10.6(1)
    
    Employment Agreement between
Education Realty Trust, Inc. and
Randall H. Brown, dated as of
December 6, 2004. (Incorporated
by reference to Exhibit 10.6 to
the Companys Amendment No. 2 to
its Registration Statement on
Form S-11 (File No.
333-1192364), filed on December
10, 2004.)10.7(1)
    
    Employment Agreement between
Education Realty Trust, Inc. and
Craig L. Cardwell, dated as of
December 6, 2004. (Incorporated
by reference to Exhibit 10.7 to
the Companys Amendment No. 2 to
its Registration Statement on
Form S-11 (File No.
333-1192364), filed on December
10, 2004.)10.8
    
    Contribution Agreement dated as
of September 24, 2004, by and
among University Towers
Operating Partnership, LP, Allen
& OHara, Inc., Paul O. Bower,
Clyde C. Porter, Robert D. Bird,
Thomas J. Hickey, Barbara S.
Hays and Hays Enterprises III,
Ltd. (Incorporated by reference
to Exhibit 10.8 to the Companys
Amendment No. 2 to its
Registration Statement on Form
S-11 (File No. 333-1192364),
filed on December 10, 2004.)10.9
    
    Contribution Agreement dated as
of September 20, 2004, by and
between Melton E. Valentine, Jr.
and University Towers Operating
Partnership, LP. (Incorporated
by reference to Exhibit 10.9 to
the Companys Amendment No. 2 to
its Registration Statement on
Form S-11 (File No.
333-1192364), filed on December
10, 2004.)10.10
    
    Contribution Agreement dated
September 20, 2004, by and among
Allen & OHara Educational
Properties, LLC, Allen & OHara,
Inc., Thomas J. Hickey, Craig L.
Cardwell, Randall H. Brown,
William W. Harris, Wallace L.
Wilcox and Education Realty
Operating Partnership, LP.
(Incorporated by reference to
Exhibit 10.10 to the Companys
Registration Statement on Form
S-11 (File No. 333-119264),
filed on September 24, 2004.)




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ExhibitNumber
    
    Description10.11
    
    Agreement and Plan of Merger dated September 20, 2004 by and among C Station,
L.L.C., Allen & OHara, Inc., Paul O. Bower, Craig L. Cardwell, Student
Management Associates, LLC, Thomas J. Hickey, Randall H. Brown, William W.
Harris, Wallace L. Wilcox, EDR C Station, LLC and Education Realty Operating
Partnership, LP. (Incorporated by reference to Exhibit 10.11 to the Companys
Amendment No. 2 to its Registration Statement on Form S-11 (File No.
333-1192364), filed on December 10, 2004.)10.12
    
    Agreement and Plan of Merger dated September 20, 2004, by and among Allen &
OHara Education Services, LLC, Allen & OHara, Inc., Student Management
Associates, LLC, Thomas J. Hickey, Craig L. Cardwell, Randall H. Brown, William
W. Harris, Wallace L. Wilcox, Allen & OHara Education Services, Inc., and
Education Realty Operating Partnership, LP. (Incorporated by reference to
Exhibit 10.12 to the Companys Amendment No. 2 to its Registration Statement on
Form S-11 (File No. 333-1192364), filed on December 10, 2004.)10.13
    
    Contract of Sale/Contribution made effective as of September 17, 2004, by and
among JPI-CG Mezz LLC, JPI-MC Mezz LLC, JPI Genpar Realty LLC, JPI Investment
Company, L.P. and Education Realty Operating Partnership, LP. (Incorporated by
reference to Exhibit 10.13 to the Companys Amendment No. 2 to its Registration
Statement on Form S-11 (File No. 333-1192364), filed on December 10, 2004.)10.14
    
    Contract of Sale made effective as of September 17, 2004, by and among
Jefferson Commons  Lawrence, L.P., Jefferson Commons  Wabash, L.P. and
Education Realty Operating Partnership, LP. (Incorporated by reference to
Exhibit 10.14 to the Companys Amendment No. 2 to its Registration Statement on
Form S-11 (File No. 333-1192364), filed on December 10, 2004.)10.15
    
    Contract of Sale/Contribution made effective as of September 17, 2004, by and
among Jefferson Commons  Tucson Phase II Limited Partnership, Jefferson
Commons  Columbia, L.P. and Education Realty Operating Partnership, LP.
(Incorporated by reference to Exhibit 10.15 to the Companys Amendment No. 2 to
its Registration Statement on Form S-11 (File No. 333-1192364), filed on
December 10, 2004.)10.16
    
    Contribution Agreement dated September 23, 2004 by and among Allen & OHara
Educational Properties, LLC, FSPP Education I, L.L.C., FSPP Education II,
L.L.C., Allen & OHara, Inc., Thomas J. Hickey, Craig L. Cardwell, Randall H.
Brown, William W. Harris, Wallace L. Wilcox and Education Realty Operating
Partnership, LP. (Incorporated by reference to Exhibit 10.16 to the Companys
Amendment No. 2 to its Registration Statement on Form S-11 (File No.
333-1192364), filed on December 10, 2004.)10.17
    
    Form of Revolving Loan Agreement dated January 31, 2005, between Education
Realty Operating Partnership, LP and JPI Multifamily Investments L.P.
(Incorporated by reference to Exhibit 10.17 to the Companys Registration
Statement on Form S-11 (File No. 333-119264), filed on September 24, 2004.)10.18
    
    Form of Collateral Assignment of
Partnership Interest and Pledge Agreement between Education Realty
Operating Partnership, LP and JPI Multifamily Investments L.P.
(Incorporated by reference to Exhibit 10.18 to the Companys
Registration Statement on Form S-11 (File No. 333-119264), filed on
September 24, 2004.)10.19
    
    Form of Secured Non-Recourse Revolving Note dated 2005, issued by JPI
Multifamily Investments L.P. to Education Realty Operating Partnership, LP.
(Incorporated by reference to Exhibit 10.19 to the Companys Registration
Statement on Form S-11 (File No. 333-119264), filed on September 24, 2004.)10.20
    
    Purchase and Sale Agreement dated August 27, 2004 by and between The Gables,
LLC and Education Realty Operating Partnership, LP. (Incorporated by reference
to Exhibit 10.20 to the Companys Registration Statement on Form S-11 (File No.
333-119264), filed on September 24, 2004.)10.21
    
    Assignment and Assumption Agreement dated November 2, 2004, between Education
Realty Operating Partnership, LP and Allen & OHara, Inc. related to Morgan
Keegan & Company, Inc. financial advisory services agreement dated March 18,
2004. (Incorporated by reference to Exhibit 10.21 to the Companys Amendment
No. 1 to its Registration Statement on Form S-11 (File No. 333-1192364), filed
on November 4, 2004.)10.22
    
    Commitment Letter for Revolving Credit Facility by and among JP Morgan Chase
Bank, UBS AG, Education Realty Operating Partnership, LP and the Registrant
dated December 22, 2004. (Incorporated by reference to Exhibit 10.22 to the
Companys Amendment No. 3 to its Registration Statement on Form S-11 (File No.
333-1192364), filed on January 3, 2005.)




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ExhibitNumber
    
    Description10.32(1)
    
    Employment Agreement between Education Realty Trust, Inc. and
William W. Harris, dated as of December 6, 2004. (Incorporated by
reference to Exhibit 10.32 to the Companys Amendment No. 2 to its
Registration Statement on Form S-11 (File No. 333-1192364), filed on
December 10, 2004.)10.33(1)
    
    Employment Agreement between Education Realty Trust, Inc. and Thomas
J. Hickey, dated as of December 6, 2004. (Incorporated by reference
to Exhibit 10.33 to the Companys Amendment No. 2 to its
Registration Statement on Form S-11 (File No. 333-1192364), filed on
December 10, 2004.)10.35
    
    Credit Agreement, dated January 31, 2005, by and among Education
Realty Operating Partnership, LP and certain of its subsidiaries, as
Borrower, JPMorgan Chase Bank, N.A. and UBS Loan Finance LLC, as
Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent, and UBS
Securities LLC, as Syndication Agent. (Incorporated by reference to
Exhibit 10.1 to the Companys Current Report on Form 8-K (File No.
001-32417), filed on February 2, 2005.)10.36(1)
    
    Form of Restricted Stock Award Agreement (filed as Exhibit 10.1
to the Companys Current Report on Form 8-K filed on August 17, 2006
and incorporated herein by reference).10.37
    
    Second Amendment to Contribution Agreement, dated January 6, 2006,
by and between Place Properties, L.P., Place Mezz Borrower, LLC and
Education Realty Operating Partnership, LP (Filed as Exhibit 10.1 to
the Companys Current Report on Form 8-K dated January 12, 2006 and
incorporated herein by reference).10.38
    
    Required Repair Escrow Agreement, dated as of January 1, 2006, by
and between Place Properties, L.P., Place Mezz Borrower, LLC,
Education Realty Operating Partnership, LP and Chicago Title
Insurance Company (Filed as Exhibit 10.2 to the Companys Current
Report on Form 8-K dated January 12, 2006 and incorporated herein by
reference).10.39
    
    Lease Agreement, dated as of January 1, 2006, by and between
Education Realty Operating Partnership, LP and Place Portfolio
Lessee, LLC (Filed as Exhibit 10.3 to the Companys Current Report
on Form 8-K dated January 12, 2006 and incorporated herein by
reference).10.40
    
    Consent, Ratification, Assumption and Release Agreement made
effective as of January 6, 2006, by and among Cape Place (DE), LLC,
Martin Place (DE), LLC, Clayton Place (DE), LLC, Macon Place (DE),
LLC, River Place (DE), LLC, Jacksonville Place (DE), LLC, Clemson
Place (DE), LLC, Troy Place (DE), LLC, Murray Place (DE), LLC, EDR
Lease Holdings, LLC, Cecil M. Philips, Place Properties, L.P.,
Education Realty Operating Partnership, LP, and LaSalle Bank,
National Association, as Trustee (Filed as Exhibit 10.1 to the
Companys Current Report on Form 8-K/A dated January 25, 2006 and
incorporated herein by reference).10.41
    
    Loan and Security Agreement dated as of December 3, 2004, between
Cape Place (DE), LLC; Clayton Place (DE), LLC; Clemson Place (DE),
LLC; Jacksonville Place (DE), LLC; Macon Place (DE), LLC; Martin
Place (DE), LLC; Murray Place (DE), LLC; River Place (DE), LLC; and
Troy Place (DE), LLC, collectively, as Borrower and Greenwich
Capital Financial Products, Inc., as Lender (Filed as Exhibit 10.2
to the Companys Current Report on Form 8-K/A dated January 25, 2006
and incorporated herein by reference).10.42
    
    Promissory Note ($98,660,000), dated December 3, 2004, between Cape
Place (DE), LLC, Clayton Place (DE), LLC, Clemson Place (DE), LLC,
Jacksonville Place (DE), LLC, Macon Place (DE), LLC, Martin Place
(DE), LLC, Murray Place (DE), LLC, River Place (DE), LLC, Troy Place
(DE), LLC (collectively, the Borrower) and Greenwich Capital
Financial Products, Inc. (the Lender) (Filed as Exhibit 10.3 to
the Companys Current Report on Form 8-K/A dated January 25, 2006
and incorporated herein by reference).10.43
    
    Exceptions to Non-Recourse Guaranty (Multi State) entered into as of
January 6, 2006, by Education Realty Operating Partnership, LP for
the benefit of LaSalle Bank, National Association, as Trustee (Filed
as Exhibit 10.4 to the Companys Current Report on Form 8-K/A dated
January 25, 2006 and incorporated herein by reference).10.44
    
    Environmental Indemnity Agreement made as of January 6, 2006, by
Cape Place (DE), LLC, Clayton Place (DE), LLC, Clemson Place (DE),
LLC, Jacksonville Place (DE), LLC, Macon Place (DE), LLC, Martin
Place (DE), LLC, Murray Place (DE), LLC, River Place (DE), LLC, Troy
Place (DE), LLC, and EDR Lease Holdings, LLC and EDR Clemson Place
Limited Partnership and Education Realty Operating Partnership, LP
(collectively referred to as Indemnitor) in favor of LaSalle Bank,
National Association, as Trustee (Filed as Exhibit 10.5 to the
Companys Current Report on Form 8-K/A dated January 25, 2006 and
incorporated herein by reference).10.45
    
    Credit Agreement dated as of March 30, 2006 among Education Realty
Operating Partnership, L.P., as borrower, the lenders party thereto
and KeyBank, National Association as administrative agent (Filed as
Exhibit 10.1 to the Companys Current Report on Form 8-K dated April
6, 2006 and incorporated herein by reference).10.46
    
    Amended and Restated Credit Agreement dated as of March 30, 2006
among Education Realty Operating Partnership, L.P., and certain of
its subsidiaries as borrowers, the lenders party thereto and
KeyBank, National Association as administrative agent (Filed as
Exhibit 10.2 to the Companys Current Report on Form 8-K dated April
6, 2006 and incorporated herein by reference).10.47(1)
    
    Incentive Compensation Plan for Executive Officers (filed as
exhibit 10.1 to the Companys Current Report on Form 8-K dated May
30, 2006 and incorporated herein by reference).




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ExhibitNumber
    
    Description10.48 (1)
    
    Employment Agreement between Education Realty Trust, Inc. and
Thomas Trubiana, dated as of March 1, 2005 (Filed as Exhibit 10.1 to
the Companys Current Report on Form 8-K dated January 4, 2007 and
incorporated herein by reference).11
    
    Statement Re: Computation of per share earnings (included within 10K)14
    
    Code of Ethics (Incorporated by reference to Exhibit 14 to the
Companys Annual Report on Form 10-K for the year ended December 31,
2005).




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ExhibitNumber
    
    Description21.1*
    
    List of Subsidiaries of the Registrant.23.1
    
    Consent of Independent Registered
Public Accounting Firm, Deloitte & Touche LLP.23.2
    
    Consent of Independent Registered
Public Accounting Firm, Windham Brannon, P.L.31.1
    
    Certificate of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certificate of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1*
    
    Certificate of Chief Executive Officer and Chief Financial Officer.
 
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    Previously Filed(1)
    
    Management contract or compensatory plan.