**SECURITIES
		AND EXCHANGE COMMISSION**


**WASHINGTON,
		DC 20549**


**FORM
		10-Q**




**Quarterly
		Report Pursuant to Section 13 or 15 (d) of the**


**Securities
		Exchange Act of 1934**


**For
		the period ended March 31, 2007**


**Commission
		File No. 0-21039**




**Strayer
		Education, Inc.**


**(Exact
		name of registrant as specified in this charter)**




Maryland
			 
			 52-1975978(State
				  or other jurisdiction of incorporation or organization)
			 
			 (I.R.S.
				  Employer Identification No.)1100
				  Wilson Blvd., Suite 2500Arlington,
				  VA
			 
			 22209(Address
				  of principal executive offices)
			 
			 (Zip
				  Code)Registrants
				  telephone number, including area code:
			 
			 (703)
				  247-2500




**Indicate
		by check mark whether the registrant (1) has filed all reports required to
		be filed by Section 13 or 15 (d) of the Securities Exchange Act of
		1934 during the preceding 12 months, and (2) has been subject to such
		filing requirements for the past 90 days. Yes x  No o**




**Indicate
		by check mark whether the registrant is a large accelerated filer, an
		accelerated filer, or a non-accelerated filer. See definition of
		accelerated filer and large accelerated filer in Rule
		12b-2 of the Exchange Act. (check one)**




**Large
		accelerated filer x  Accelerated
		filer o  Non-accelerated
		filer 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 x**




**As
		of April 30, 2007, there were outstanding 14,529,900 shares of Common Stock,**  **par**  **value
		$.01 per share, of the Registrant.**






1




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**STRAYER
		EDUCATION, INC.**


**INDEX**


**FORM
		10-Q**


PART I
					  FINANCIAL INFORMATIONItem 1.
					 Financial StatementsUnaudited
					 Condensed Consolidated Balance Sheets at
				  December 31,
					 2006 and March 31, 2007
				
				3Unaudited
					 Condensed Consolidated Statements of Income
				  for the
					 three months ended March 31, 2006 and 2007
				
				4Unaudited
					 Condensed Consolidated Statements of Comprehensive Income
				  for the
					 three months ended March 31, 2006 and 2007
				
				5Unaudited
					 Condensed Consolidated Statements of Stockholders Equity for

				  the
					 three months ended March 31, 2006 and 2007
				
				6Unaudited
					 Condensed Consolidated Statements of Cash Flows
				  for the
					 three months ended March 31, 2006 and 2007
				
				7Notes to
					 Unaudited Condensed Consolidated Financial Statements
				
				8Item 2.
					 Managements Discussion and Analysis of
				  Financial
					 Condition and Results of Operations
				
				16Item 3.
					 Quantitative and Qualitative Disclosures About Market Risk
				
				20Item 4.
					 Controls and Procedures
				
				20PART II
					  OTHER INFORMATIONItem 1A.
					 Risk Factors
				
				21Item 2.
					 Unregistered Sales of Equity Securities and Use of Proceeds
				
				21Item 6.
					 Exhibits
				
				22SIGNATURES

					 
					 CERTIFICATIONS
				
				23






2




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**STRAYER EDUCATION, INC.**


**UNAUDITED
		CONDENSED CONSOLIDATED BALANCE SHEETS**


**(in
		thousands, except share and per share data)**


December
					 31,2006
				
				March
					 31,2007**ASSETS**Current
					 assets:Cash and
					 cash equivalents
				
				$
				52,663
				
				$
				75,629Marketable
					 securities available for sale, at fair value
				
				
				75,763
				
				
				75,812Tuition
					 receivable, net of allowances for doubtful accounts of $3,029 and
					 $3,159at
					 December 31, 2006 and March 31, 2007, respectively
				
				
				80,753
				
				
				86,671Other
					 current assets
				
				
				4,653
				
				
				5,931Total
					 current assets
				
				
				213,832
				
				
				244,043Property
					 and equipment, net
				
				
				52,748
				
				
				54,311Deferred
					 income taxes
				
				
				3,400
				
				
				4,613Restricted
					 cash
				
				
				500
				
				
				500Other
					 assets
				
				
				364
				
				
				366Total
					 assets
				
				$
				270,844
				
				$
				303,833**LIABILITIES
					 & STOCKHOLDERS EQUITY**Current
					 liabilities:Accounts
					 payable
				
				$
				10,923
				
				$
				10,843Accrued
					 expenses
				
				
				1,830
				
				
				1,619Income
					 taxes payable
				
				
				4,979
				
				
				3,892Unearned
					 tuition
				
				
				73,896
				
				
				79,603Total
					 current liabilities
				
				
				91,628
				
				
				95,957Long-term
					 liabilities
				
				
				7,689
				
				
				7,667Total
					 liabilities
				
				
				99,317
				
				
				103,624Commitments
					 and contingenciesStockholders
					 equity:Common
					 stock, par value $.01; 20,000,000 shares
				  authorized;
					 14,293,584 and 14,529,900 shares issued and outstandingat
					 December 31, 2006 and March 31, 2007, respectively
				
				
				141
				
				
				145Additional
					 paid-in capital
				
				
				87,487
				
				
				101,880Retained
					 earnings
				
				
				84,043
				
				
				98,298Accumulated
					 other comprehensive income (loss)
				
				
				(144
				)
				
				(114
				)Total
					 stockholders equity
				
				
				171,527
				
				
				200,209Total
					 liabilities and stockholders equity
				
				$
				270,844
				
				$
				303,833




The
		accompanying notes are an integral part of these condensed consolidated
		financial statements.






3




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**STRAYER EDUCATION, INC.**


**UNAUDITED
		CONDENSED CONSOLIDATED STATEMENTS OF INCOME**


**(in
		thousands, except per share data)**




For the
				  three months
				ended
				  March 31,2006
			 
			 2007Revenues
			 

			 $
			 67,090
			 
			 $
			 80,193Costs
				  and expenses:Instruction
				  and educational support
			 
			 
			 22,038
			 
			 
			 26,223Selling
				  and promotion
			 
			 
			 10,672
			 
			 
			 12,875General
				  and administration
			 

			 
			 9,394
			 
			 
			 12,148Total
				  costs and expenses
			 

			 
			 42,104
			 
			 
			 51,246Income
				  from operations
			 
			 
			 24,986
			 
			 
			 28,947Investment
				  and other income
			 

			 
			 955
			 
			 
			 1,380Income
				  before income taxes
			 
			 
			 25,941
			 
			 
			 30,327Provision
				  for income taxes
			 

			 
			 9,985
			 
			 
			 11,521Net
				  income
			 
			 $
			 15,956
			 
			 $
			 18,806Net
				  income per share:Basic
			 
			 $
			 1.12
			 
			 $
			 1.33Diluted
			 
			 $
			 1.10
			 
			 $
			 1.30Weighted
				  average shares outstanding:Basic
			 
			 
			 14,258
			 
			 
			 14,180Diluted
			 
			 
			 14,559
			 
			 
			 14,490




The
		accompanying notes are an integral part of these condensed consolidated
		financial statements.






4




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**STRAYER EDUCATION, INC.**


**UNAUDITED
		CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME**


**(in
		thousands)**




For the
				  three months
				ended
				  March 31,2006
			 
			 2007Net
				  income
			 
			 $
			 15,956
			 
			 $
			 18,806Other
				  comprehensive income:Unrealized
				  gain (loss) on investments,net of
				  taxes
			 

			 
			 (75
			 )
			 
			 30Comprehensive
				  income
			 

			 $
			 15,881
			 
			 $
			 18,836




The
		accompanying notes are an integral part of these condensed consolidated
		financial statements.






5




---







**STRAYER EDUCATION, INC.**


**UNAUDITED
		CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY**


**(in
		thousands, except share data)**




Additional  Paid-in
				Capital
			 
			 Retained
				Earnings
			 
			 Accumulated Other Comprehensive
				Income (Loss)Common StockShares
			 
			 Amount
			 
			 
			 
			 
			 TotalBalance
				  at December 31, 2005
			 
			 
			 14,292,249
			 
			 $
			 143
			 
			 $
			 104,923
			 
			 $
			 47,020
			 
			 $
			 (246
			 )
			 $
			 151,840Exercise
				  of stock options
			 
			 
			 40,000
			 
			 
			 
			 
			 
			 1,537
			 
			 
			 
			 
			 
			 
			 
			 
			 1,537Tax
				  benefit from exercise of stock options
			 
			 
			 
			 
			 
			 
			 
			 
			 982
			 
			 
			 
			 
			 
			 
			 
			 
			 982Repurchase
				  of common stock
			 
			 
			 (143,800
			 )
			 
			 (1
			 )
			 
			 (13,971
			 )
			 
			 
			 
			 
			 
			 
			 
			 (13,972
			 )Restricted
				  stock grants
			 
			 
			 150,978
			 
			 
			 
			 
			 
			 
			 
			 
			 
			 
			 
			 
			 
			 
			 Stock-based
				  compensation
			 
			 
			 
			 
			 
			 
			 
			 
			 1,160
			 
			 
			 
			 
			 
			 
			 
			 
			 1,160Common
				  stock dividends
			 
			 
			 
			 
			 
			 
			 
			 
			 
			 
			 
			 (3,612
			 )
			 
			 
			 
			 
			 (3,612
			 )Change
				  in net unrealized gains (losses)on
				  marketable securities, net of incometax
			 
			 
			 
			 
			 
			 
			 
			 
			 
			 
			 
			 
			 
			 
			 (75
			 )
			 
			 (75
			 )Net
				  income
			 

			 
			 
			 
			 
			 
			 
			 
			 
			 
			 
			 15,956
			 
			 
			 
			 
			 
			 15,956Balance
				  at March 31, 2006
			 

			 
			 14,339,427
			 
			 $
			 142
			 
			 $
			 94,631
			 
			 $
			 59,364
			 
			 $
			 (321
			 )
			 $
			 153,816




Additional  Paid-in
				Capital
			 
			 Retained
				Earnings
			 
			 Accumulated Other Comprehensive
				Income (Loss)Common StockShares
			 
			 Amount
			 
			 
			 
			 
			 TotalBalance
				  at December 31, 2006
			 
			 
			 14,293,584
			 
			 $

			 141

			 
			 $
			 87,487
			 
			 $
			 84,043
			 
			 $
			 (144
			 )
			 $
			 171,527Exercise
				  of stock options
			 
			 
			 284,300
			 
			 
			 3
			 
			 
			 10,920
			 
			 
			 
			 
			 
			 
			 
			 
			 10,923Tax
				  benefit from exercise of stock options
			 
			 
			 
			 
			 
			 
			 
			 
			 9,057
			 
			 
			 
			 
			 
			 
			 
			 
			 9,057Repurchase
				  of common stock
			 
			 
			 (68,000
			 )
			 
			 (1
			 )
			 
			 (7,983
			 )
			 
			 
			 
			 
			 
			 
			 
			 (7,984
			 )Restricted
				  stock grants
			 
			 
			 20,016
			 
			 
			 2
			 
			 
			 (2
			 )
			 
			 
			 
			 
			 
			 
			 
			 Stock-based
				  compensation
			 
			 
			 
			 
			 
			 
			 
			 
			 2,401
			 
			 
			 
			 
			 
			 
			 
			 
			 2,401Common
				  stock dividends
			 
			 
			 
			 
			 
			 
			 
			 
			 
			 
			 
			 (4,551
			 )
			 
			 
			 
			 
			 (4,551
			 )Change
				  in net unrealized gains (losses)on
				  marketable securities, net of incometax
			 
			 
			 
			 
			 
			 
			 
			 
			 
			 
			 
			 
			 
			 
			 30
			 
			 
			 30Net
				  income
			 

			 
			 
			 
			 
			 
			 
			 
			 
			 
			 
			 18,806
			 
			 
			 
			 
			 
			 18,806Balance
				  at March 31, 2007
			 

			 
			 14,529,900
			 
			 $
			 145
			 
			 $
			 101,880
			 
			 $
			 98,298
			 
			 $
			 (114
			 )
			 $
			 200,209




The
		accompanying notes are an integral part of these condensed consolidated
		financial statements.






6




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**STRAYER EDUCATION, INC.**


**UNAUDITED
		CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS**


**(in
		thousands)**




For the
				  three months  ended March 31,2006
			 
			 2007Cash
				  flows from operating activities:Net
				  income
			 
			 $
			 15,956
			 
			 $
			 18,806Adjustments
				  to reconcile net income to net cashprovided
				  by operating activities:Amortization
				  of deferred rent
			 
			 
			 (2
			 )
			 
			 (22
			 )Depreciation
				  and amortization
			 
			 
			 1,704
			 
			 
			 2,018Provision
				  for student loan losses
			 
			 
			 (45
			 )
			 
			 Deferred
				  income taxes
			 
			 
			 (838
			 )
			 
			 (1,273
			 )Stock-based
				  compensation
			 
			 
			 1,160
			 
			 
			 2,401Changes
				  in assets and liabilities:Tuition
				  receivable, net
			 
			 
			 (4,962
			 )
			 
			 (
				  5,918
			 )Other
				  current assets
			 
			 
			 (1,305
			 )
			 
			 (
				  1,237
			 )Other
				  assets
			 
			 
			 (3
			 )
			 
			 (
				  2
			 )Accounts
				  payable
			 
			 
			 1,838
			 
			 
			 224Accrued
				  expenses
			 
			 
			 (344
			 )
			 
			 (211
			 )Income
				  taxes payable
			 
			 
			 7,539
			 
			 
			 7,970Excess
				  tax benefits from stock-based payment arrangements1
			 
			 
			 (982
			 )
			 
			 (9,057
			 )Unearned
				  tuition
			 
			 
			 5,203
			 
			 
			 5,707Student
				  loans originated
			 
			 
			 (3
			 )
			 
			 Collections
				  on student loans receivable and held for sale
			 

			 
			 23
			 
			 
			 Net cash
				  provided by operating activities
			 

			 
			 24,939
			 
			 
			 19,406Cash
				  flows from investing activities:Purchases
				  of property and equipment
			 
			 
			 (3,344
			 )
			 
			 (3,885
			 )Purchases
				  of marketable securities
			 

			 
			 (30,000
			 )
			 
			 Net cash
				  used in investing activities
			 

			 
			 (33,344
			 )
			 
			 (3,885
			 )Cash
				  flows from financing activities:Common
				  dividends paid
			 
			 
			 (3,612
			 )
			 
			 (4,551
			 )Proceeds
				  from exercise of stock options
			 
			 
			 1,537
			 
			 
			 10,923Excess
				  tax benefits from stock-based payment arrangements1
			 
			 
			 982
			 
			 
			 9,057Repurchase
				  of common stock
			 

			 
			 (13,972
			 )
			 
			 (7,984
			 )Net cash
				  provided by (used in) financing activities
			 

			 
			 (15,065
			 )
			 
			 7,445Net
				  increase (decrease) in cash and cash equivalents
			 
			 
			 (23,470
			 )
			 
			 22,966Cash and
				  cash equivalents - beginning of period
			 

			 
			 74,212
			 
			 
			 52,663Cash and
				  cash equivalents - end of period
			 

			 $
			 50,742
			 
			 $
			 75,629Non-cash
				  transactions:Purchases
				  of property and equipment included in accounts payable
			 
			 $
			 236
			 
			 $
			 197







1.

			 This
				  line item reclassifies those tax benefits associated with stock options
				  exercised in the first quarter fromnet cash
				  provided by operating activities to net cash provided by financing activities
				  in accordance with FAS123(R).
				  This reclassification is required by GAAP to be made in the quarter during
				  which the optionexercise
				  takes place. However, the favorable cash flow effect of this tax benefit is not
				  realized until the nextquarter.
				  The effect of this reclassification is to reduce the Companys net cash
				  provided by operatingactivities
				  as reported above by approximately $1.0 million and $9.1 million for the three
				  months endedMarch
				  31, 2006 and 2007, respectively.




The
		accompanying notes are an integral part of these condensed consolidated
		financial statements.






7




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**STRAYER EDUCATION, INC.**


**NOTES
		TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**Information
		as of March 31, 2006 and 2007 is unaudited.**




**1.**  **Basis
		of Presentation**




The
		financial statements are presented on a consolidated basis. The accompanying
		financial statements include the accounts of Strayer Education, Inc., Strayer
		University, Inc. (the University) and Education Loan Processing,
		Inc. (ELP), collectively referred to herein as the
		Company.




The
		results of operations for the three months ended March 31, 2007 are not
		necessarily indicative of the results to be expected for the full fiscal year.
		All information as of March 31, 2006, December 31, 2006, and March 31, 2007 and
		for the three months ended March 31, 2006 and 2007 is unaudited but, in the
		opinion of management, contains all adjustments, consisting only of normal
		recurring adjustments, necessary to present fairly the condensed consolidated
		financial position, results of operations and cash flows of the Company. The
		year end condensed balance sheet data was derived from audited financial
		statements, but does not include all disclosures required by accounting
		principles generally accepted in the United States of America.




The
		Companys educational programs are offered on a quarterly basis.
		Approximately 97% of the Companys revenues during the three months ended
		March 31, 2007 consisted of tuition revenue. Tuition revenue is recognized in
		the quarter of instruction. Tuition revenue is shown net of any refunds,
		withdrawals, corporate discounts, scholarships and employee tuition discounts.
		At the time of registration, a liability (unearned tuition) is recorded for
		academic services to be provided and a tuition receivable is recorded for the
		portion of the tuition not paid upfront in cash. Revenues also include
		application fees, commencement fees, placement test fees, withdrawal fees, loan
		service and origination fees, textbook-related income and other income which
		are recognized when incurred.




Certain
		information and footnote disclosures normally included in financial statements
		prepared in accordance with generally accepted accounting principles have been
		condensed or omitted. These condensed consolidated financial statements should
		be read in conjunction with the consolidated financial statements and notes
		thereto included in the Companys Annual Report on Form 10-K for the
		fiscal year ended December 31, 2006.




**2.   Nature
		of Operations**




Strayer
		Education, Inc., a Maryland corporation, conducts its operations through its
		subsidiaries. The University is an accredited institution of higher education
		that provides undergraduate and graduate degrees in various fields of study
		through its 47 campuses in Pennsylvania, Delaware, Maryland, Washington, D.C.,
		Virginia, North Carolina, South Carolina, Kentucky, Tennessee, Alabama,
		Georgia, and Florida and worldwide via the Internet through Strayer University
		Online. ELP originates and administers student loans for the University's
		students. These loans are held for sale.






8




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**3.   Earnings
		Per Share**




Basic
		earnings per share is computed by dividing net income available to common
		stockholders by the weighted average number of shares of common stock
		outstanding during the periods. Diluted earnings per share reflects the
		potential dilution that could occur assuming conversion or exercise of all
		dilutive unexercised stock options and restricted stock. The dilutive effect of
		stock options was determined using the treasury stock method. Under the
		treasury stock method, the proceeds received from the exercise of stock
		options, the amount of compensation cost for future service not yet recognized
		by the Company, and the amount of tax benefits that would be recorded in
		additional paid-in capital when the stock options become deductible for income
		tax purposes are all assumed to be used to repurchase shares of the
		Companys common stock. Stock options are not included in the computation
		of diluted earnings per share when the stock option exercise price of an
		individual grant exceeds the average market price for the period. At March 31,
		2007, the Company had 10,000 issued and outstanding stock options that were
		excluded from the calculation.




Set
		forth below is a reconciliation of shares used to compute net income per
		share:




For the
				  three months
				ended
				  March 31,(in
				  thousands)2006
			 
			 2007Weighted
				  average shares outstandingused to
				  compute basic net income per share
			 
			 
			 14,258
			 
			 
			 14,180Incremental
				  shares issuable upon theassumed
				  exercise of stock options
			 
			 
			 300
			 
			 
			 218Unvested
				  restricted stock
			 

			 
			 1
			 
			 
			 92Shares
				  used to compute diluted net income per share
			 

			 
			 14,559
			 
			 
			 14,490





**4.   Credit
		Facilities**





The
		Company maintains two credit facilities from two banks in the amount of
		$10.0 million each. Interest on any borrowings under the facilities will
		accrue at an annual rate of no more than 0.75% above the London Interbank
		Offered Rate. There was no outstanding balance and there were no fees payable
		on either facility as of March 31, 2007. An unsecured letter of credit in the
		amount of $938,000, which expires in July 2007, was issued by Strayer
		University in favor of regulators in connection with their periodic approval
		activities.




**5.**  **Stockholders
		Equity**




*Common
		Stock*




A total
		of 20,000,000 shares of common stock, par value $0.01, have been authorized. As
		of December 31, 2006 and March 31, 2007, the Company had 14,293,584 and
		14,529,900 shares of common stock issued and outstanding, respectively.
		Commencing in the fourth quarter of 2006, the Company increased the annual
		common stock cash dividend from $1.00 to $1.25 per share or $0.3125 per share
		quarterly.






9




---





*Stock-based
		compensation*





On
		January 1, 2006, the Company adopted Statement of Financial Accounting
		Standards No. 123(R), *Share-based
		Payment,* (FAS 123(R)) which requires the measurement and recognition of
		compensation expense for all share-based payment awards made to employees and
		directors, including employee stock options and employee stock purchases
		related to the Companys Employee Stock Purchase Plan (employee
		stock purchases), based on estimated fair values. FAS 123(R) supersedes
		the Companys previous accounting under Accounting Principles Board
		Opinion No. 25, *Accounting
		for Stock Issued to Employees* (APB 25) for periods beginning January 1, 2006. In March 2005,
		the Securities and Exchange Commission issued Staff Accounting Bulletin
		No. 107 (SAB 107) relating to FAS 123(R). The Company has
		applied the provisions of SAB 107 in its adoption of FAS 123(R).





The
		Company adopted FAS 123(R) using the modified prospective transition method
		provided under the rule, which requires the application of the accounting
		standard as of January 1, 2006. The Companys consolidated financial
		statements as of and for the three months ended March 31, 2006 and 2007 reflect
		the impact of FAS 123(R). In accordance with the modified prospective
		transition method provided under the rule, the Companys consolidated
		financial statements for prior periods have not been restated to reflect, and
		do not include, the impact of FAS 123(R).





FAS
		123(R) requires companies to estimate the fair value of share-based payment
		awards on the date of grant using an option-pricing model. The Company has
		elected to estimate fair value using the Black-Scholes option pricing valuation
		model. The value of the portion of the award that is ultimately expected to
		vest is recognized as expense over the requisite service periods in the
		Companys Consolidated Statements of Income. Prior to the adoption of FAS
		123(R), the Company accounted for stock-based awards to employees and directors
		using the intrinsic value method in accordance with APB 25 pursuant to
		Statement of Financial Accounting Standards No. 123, *Accounting
		for Stock-based Compensation* (FAS 123). Under the intrinsic value method, no stock-based
		compensation expense was recognized in the Companys Consolidated
		Statements of Income because the exercise price of the Companys stock
		options granted to employees and directors equaled the fair market value of the
		underlying stock at the date of grant.





Stock-based
		compensation expense recognized in the Companys Condensed Consolidated
		Statements of Income for the three months ended March 31, 2006 and 2007
		included compensation expense for share-based payment awards granted prior to,
		but not yet vested as of December 31, 2005, based on the grant date fair value
		estimated in accordance with the pro forma provisions of FAS 123 and
		compensation expense for the share-based payment awards granted subsequent to
		December 31, 2005, based on the grant date fair value estimated in
		accordance with the provisions of FAS 123(R). Stock-based compensation expense
		recognized in the Consolidated Statements of Income for the first quarter of
		2006 and 2007 is based on awards ultimately expected to vest and, therefore,
		has been adjusted for estimated forfeitures. FAS 123(R) requires forfeitures to
		be estimated at the time of grant and revised, if necessary, in subsequent
		periods if actual forfeitures differ from those estimates.





The
		Companys determination of fair value of share-based payment awards on the
		date of grant using an option-pricing model is affected by the Companys
		stock price as well as assumptions regarding a number of highly complex and
		subjective variables. These variables include, but are not limited, to the
		Companys expected stock price volatility over the term of the awards, and
		actual and projected employee stock option exercise behaviors.






10




---





*Stock-based
		compensation plans*




In July
		1996, the Companys stockholders approved 1,500,000 shares of common stock
		for grants under the Companys 1996 Stock Option Plan. This plan was
		amended by the stockholders at the May 2001 Annual Stockholders Meeting
		and at the May 2005 Annual Stockholders Meeting to increase the number of
		shares authorized for issuance thereunder by 1,000,000 and 500,000,
		respectively (as amended, the Plan). A total of 3,000,000 shares
		have therefore been approved for grants under the Plan. The Plan was again
		amended at the May 2006 Annual Stockholders Meeting to authorize a
		one-time exchange of stock options for restricted stock by employees (excluding
		the five highest compensated executive officers) and to permit restricted stock
		and cash awards to qualify for favorable tax treatment under Section 162(m) of
		the Internal Revenue Code. The Plan provides for the grant of options intended
		to qualify as incentive stock options, and also provides for the grant of
		non-qualifying options and restricted stock to employees, officers and
		directors of the Company. Options and restricted stock may be granted to
		eligible employees, officers or directors of the Company at the discretion of
		the Board of Directors. Vesting provisions are also at the discretion of the
		Board of Directors. Options may be granted at option prices based at or above
		the fair market value of the shares at the date of grant. The maximum term of
		the options granted under the Plan is ten years.




In May
		1998, the Company adopted the Strayer Education, Inc. Employee Stock Purchase
		Plan (ESPP). Under the ESPP, eligible employees may purchase shares
		of the Company's common stock, subject to certain limitations, at 90% of its
		market value at the date of purchase. Purchases are limited to 10% of an
		employee's eligible compensation. The aggregate number of shares of common
		stock that may be made available for purchase by participating employees under
		the ESPP is 2,500,000 shares.




In
		February 2006, the Company's Board of Directors approved cash payments to the
		holders of vested stock options in an amount equivalent to the Company's common
		stock dividends. These cash payments are remitted on the same dates as the
		Company's dividends and amounted to approximately $160,000 and $108,000 for the
		three months ended March 31, 2006 and 2007, respectively.




In
		February 2007, the Companys Board of Directors approved a grant of 20,016
		shares of restricted stock to certain employees. These shares vest 100% on
		February 13, 2010. The Companys stock price closed at $113.72 on the date
		of the restricted stock grant.






11




---





The
		table below sets forth the stock option activity for the three months ended
		March 31, 2007 and other stock option information at March 31,
		2007:


Number
					 of shares
				
				Weighted-
					 average  exercise price
				
				Weighted-
					 average  remaining  contractual  life (# yrs.)
				
				Aggregate
					 intrinsic value  (in thousands)Balance,
					 December 31, 2006
				
				
				762,334
				
				$
				56.42Grants
				
				
				
				
				
				Exercises
				
				
				(284,300
				)
				$
				38.42Forfeitures
				
				
				
				
				
				Balance,
					 March 31, 2007
				
				
				478,034
				
				$
				67.12
				
				
				3.0
				
				$
				27,090Vested,
					 March 31, 2007
				
				
				317,617
				
				$
				46.45
				
				
				1.6
				
				$
				24,949Exercisable,
					 March 31, 2007
				
				
				317,617
				
				$
				46.45
				
				
				1.6
				
				$
				24,949




The
		aggregate intrinsic value in the table above represents the total pre-tax
		intrinsic value (the difference between the Companys closing stock price
		on the last trading day of the first quarter of 2007 and the exercise price,
		multiplied by the number of in-the-money options) that would have been received
		by the option holders had all option holders exercised their options on March
		31, 2007. The amount of aggregate intrinsic value will change based on the fair
		market value of our stock.




The
		following table summarizes information regarding stock option exercises for the
		three months ended March 31, 2006 and 2007 (in thousands):




For the
				  three months ended  March 31,2006
			 
			 2007Proceeds
				  from stock options exercised
			 
			 $
			 1,537
			 
			 $
			 10,923Tax
				  benefits related to stock options exercised
			 
			 
			 982
			 
			 
			 9,057Intrinsic
				  value of stock options exercised(1)
			 
			 
			 2,569
			 
			 
			 23,851





(1)
			 Intrinsic
				  value of stock options exercised is estimated by taking the difference between
				  the Companys closing stock price on the date of exercise and the exercise
				  price, multiplied by the number of options exercised for each option holder and
				  then aggregated.






12




---





The
		following table summarizes information about the stock options to purchase the
		Companys common stock at March 31, 2007:





Options
				  Outstanding
			 
			 Options
				  ExercisableRange of
				  exercise prices
			 

			 Number
				   outstanding  at 3/31/07
			 
			 Weighted-
				  average  remaining  contractual life (yrs.)
			 
			 Weighted-
				  average  exercise price
			 
			 Number
				   exercisable at 3/31/07
			 
			 Weighted-
				  average  exercise price$ 33.69
				  - 67.84
			 
			 
			 317,617
			 
			 
			 1.6
			 
			 $
			 46.45
			 
			 
			 317,617
			 
			 $
			 46.45$107.28
				  - 107.28
			 
			 
			 150,417
			 
			 
			 5.9
			 
			 $
			 107.28
			 
			 
			 
			 
			 
			 $119.72
				  - 119.72
			 

			 
			 10,000
			 
			 
			 5.1
			 
			 $
			 119.72
			 
			 
			 
			 
			 
			 $33.69 -
				  119.72
			 
			 
			 478,034
			 
			 
			 3.0
			 
			 $
			 67.12
			 
			 
			 317,617
			 
			 $
			 46.45




The
		table below sets forth the restricted stock activity for the three months ended
		March 31, 2007:


Number
					 of shares
				
				Weighted-
					 average grant priceBalance,
					 December 31, 2006
				
				
				205,567
				
				$
				102.37Grants
				
				
				20,016
				
				
				113.72Vested
					 shares
				
				
				
				
				
				Forfeitures
				
				
				
				
				
				Balance,
					 March 31, 2007
				
				
				225,583
				
				$
				103.37




At March
		31, 2007, total stock-based compensation cost which has not yet been recognized
		was $18.3 million, representing $15.3 million for unvested restricted
		stock and $3.0 million for unvested stock options. This cost is expected to be
		recognized over the next 40 months on a weighted-average basis.





*Valuation
		and Expense Information Under FAS 123(R)*





The
		following table summarizes the stock-based compensation expense recorded for
		the three months ended March 31, 2006 and 2007 by expense line item, in
		thousands:


For the
					 three months ended March 31,2006
				
				2007Instruction
					 and educational support
				
				$
				214
				
				$
				165Selling
					 and promotion
				
				
				132
				
				
				146General
					 and administration
				
				
				974
				
				
				2,198Stock-based
					 compensation expense included in operating expense
				
				
				1,320
				
				
				2,509Tax
					 benefit
				
				
				509
				
				
				953Stock-based
					 compensation expense, net of tax
				
				$
				811
				
				$
				1,556







13




---





Stock-based
		compensation expense recognized in the Consolidated Statements of Income for
		the three months ended March 31, 2006 and 2007 is based on awards ultimately
		expected to vest and, therefore, has been adjusted for estimated forfeitures.
		FAS 123(R) requires forfeitures to be estimated at the time of grant and
		revised, if necessary, in subsequent periods if actual forfeitures differ from
		those estimates. Forfeitures were estimated based on historical experience.




**6.   Investments
		in Marketable Securities**




Most of
		the Companys excess cash is invested in tax-exempt money market funds and
		a diversified, short-term, investment grade, tax-exempt bond fund to minimize
		the Companys principal risk and to benefit from the tax efficiency of the
		funds underlying securities. As of March 31, 2007, the Company had a
		total of $75.8 million invested in the short-term tax-exempt bond fund. The
		investments are considered available-for-sale as they are not held
		for trading and will not be held to maturity, in accordance with Statement of
		Financial Accounting Standards No. 115, *Accounting
		for Certain Investments in Debt and Equity Securities.* The
		Company records the net unrealized gains and losses for changes in fair value
		as a component of accumulated other comprehensive income in stockholders
		equity. Realized gains and losses from the sale of marketable securities are
		based on the specific identification method.




**7.  Long-Term
		Liabilities**




*Lease
		Incentives*




In
		conjunction with the opening of new campuses, the Company, in some instances,
		was reimbursed by the lessors for improvements made to the leased properties.
		In accordance with Financial Accounting Standards Board (FASB)
		Technical Bulletin No. 88-1, these improvements were capitalized as leasehold
		improvements and a long-term liability was established for the reimbursements.
		The leasehold improvements and the long-term liability will be amortized on a
		straight-line basis over the corresponding lease terms, which range from five
		to ten years. As of December 31, 2006 and March 31, 2007, the Company had
		deferred lease incentives of $3.9 million and $3.6 million,
		respectively.





*Lease
		Obligations*





In
		accordance with the FASB Technical Bulletin No. 85-3, *Accounting
		for Operating Leases with Schedule Rent Increases,* the
		Company records rent expense on a straight-line basis over the initial term of
		a lease. The difference between the rent payment and the straight-line rent
		expense is recorded as a long-term liability. As of December 31, 2006 and March
		31, 2007, the Company had deferred lease obligations of $3.8 million and $4.1
		million, respectively.




**8.  Income
		Taxes**




The
		Company adopted the provisions of Financial Standards Accounting Board
		Interpretation No. 48, *Accounting
		for Uncertainty in Income Taxes (FIN 48)* , an
		interpretation of FASB Statement No. 109 (SFAS 109) on January 1,
		2007. As a result of the implementation of FIN 48, no material adjustment in
		the liability for unrecognized






14




---



income
		tax benefits was recognized. The amount of unrecognized tax benefits at the
		adoption date of January 1, 2007 and at March 31, 2007 are immaterial. The
		Company recognizes interest and penalties related to uncertain tax positions in
		income tax expense. As of March 31, 2007, the amount of accrued interest
		related to uncertain tax positions was immaterial. The tax years 2003-2006
		remain open to examination by the major taxing jurisdictions to which the
		Company is subject.






15




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**ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF
		FINANCIAL**


**CONDITION
		AND RESULTS OF OPERATIONS**




**Cautionary
		Notice Regarding Forward Looking Statements**




*Certain
		of the statements included in this Managements Discussion and
		Analysis of Financial Condition and Results of Operations as well as
		elsewhere in this report on Form 10-Q are forward-looking statements made
		pursuant to the Private Securities Litigation Reform Act of 1995 (Reform
		Act). These statements are based on the Companys current
		expectations and are subject to a number of assumptions, risks and
		uncertainties. In accordance with the Safe Harbor provisions of the Reform Act,
		the Company has identified important factors that could cause the actual
		results to differ materially from those expressed in or implied by such
		statements. The assumptions, uncertainties and risks include the pace of growth
		of student enrollment, our continued compliance with Title IV of the Higher
		Education Act, and the regulations thereunder, as well as regional
		accreditation standards and state and regional regulatory requirements,
		competitive factors, risks associated with the opening of new campuses, risks
		associated with the offering of new educational programs and adapting to other
		changes, risks associated with the acquisition of existing educational
		institutions, risks relating to the timing of regulatory approvals, our ability
		to continue to implement our growth strategy, and general economic and market
		conditions. Further information about these and other relevant risks and
		uncertainties may be found in the Companys annual report on
		Form 10-K and its other filings with the Securities and Exchange
		Commission. The Company undertakes no obligation to update or revise forward
		looking statements.*




***Additional
		Information***




*We
		maintain a website at* *http://www.strayereducation.com* *.
		The information on our website is not incorporated by reference in this
		Quarterly Report on Form 10-Q and our web address is included as an inactive
		textual reference only. We make available, free of charge through our website,
		our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports
		on Form 8-K and amendments to those reports filed or furnished pursuant to
		Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable
		after we electronically file such material with, or furnish it to, the
		SEC.*




**Results
		of Operations**




In the
		first quarter of 2007, the Company generated $80.2 million in revenue, an
		increase of 20% compared to the same period in 2006, as a result of average
		enrollment growth of 16% and a 5% tuition increase at the beginning of 2007.
		Income from operations was $28.9 million for the first quarter of 2007, an
		increase of 16% compared to the same period in 2006. Net income was $18.8
		million, an increase of 18% in the first quarter of 2007 compared to the same
		period in 2006. Diluted earnings per share was $1.30 in the first quarter of
		2007 compared to $1.10 in the same period in 2006, an increase of 18%.






16




---





**Three
		Months Ended March 31, 2007 Compared to Three Months Ended March 31,
		2006**




*Enrollment.* Enrollment at Strayer University for the 2007 winter term, which began January
		8, 2007 and ended March 26, 2007, increased 16% to 32,150 students compared to
		27,621 for the same term in 2006. Across the Strayer University campus network,
		new student enrollments increased 20% and continuing student enrollments
		increased 16%. Out of Area Online enrollments increased 26%, while students
		taking 100% of their classes at Strayer University Online (including campus
		based students) increased 20%. The total number of students taking any courses
		online (including students at brick and mortar campuses taking at least one
		online course) in the 2007 winter term increased to 22,591.




*Revenues* .
		Revenues increased 20% from $67.1 million in the first quarter of 2006 to $80.2
		million in the first quarter of 2007 principally due to a 16% increase in
		enrollment and a 5% tuition increase in 2007.





*Instruction
		and educational support expenses.* Instruction and educational support expenses increased $4.2 million, or 19%,
		from $22.0 million in the first quarter of 2006 to $26.2 million in the first
		quarter of 2007. This increase was principally due to direct costs necessary to
		support the increase in student enrollments, including faculty compensation,
		related academic staff salaries, and campus facility costs, which increased
		$1.7 million, $1.1 million, and $0.9 million, respectively. Instruction and
		educational support expenses as a percentage of revenues decreased slightly to
		32.7% in the first quarter of 2007 from 32.8% in the first quarter of
		2006.





*Selling
		and promotion expenses.* Selling
		and promotion expenses increased $2.2 million, or 21%, from $10.7 million in
		the first quarter of 2006 to $12.9 million in the first quarter of 2007. This
		increase was principally due to the direct costs required to build the Strayer
		University brand and attract prospective students, and the addition of
		admissions personnel, particularly at new campuses. Selling and promotion
		expenses as a percentage of revenues increased slightly from 15.9% in the first
		quarter of 2006 to 16.1% in the first quarter of 2007, which was largely
		attributable to both marketing costs and staffing costs growing slightly faster
		than tuition revenue.





*General
		and administration expenses.* General
		and administration expenses increased $2.7 million, or 29%, from $9.4 million
		in the first quarter of 2006 to $12.1 million in the first quarter of 2007.
		This increase was principally due to increased employee compensation and
		related expenses, higher stock-based compensation, and higher bad debt expense,
		which increased $0.8 million, $1.2 million, and $0.4 million, respectively.
		General and administration expenses as a percentage of revenues increased to
		15.1% in the first quarter of 2007 from 14.0% in the first quarter of 2006
		primarily due to the above factors.





*Income
		from operations.* Income
		from operations increased $3.9 million, or 16%, from $25.0 million in the first
		quarter of 2006 to $28.9 million in the first quarter of 2007, due to the
		aforementioned factors.




*Investment
		and other income.* Investment and other income increased $0.4 million, or 40%, from $1.0 million
		in the first quarter of 2006 to $1.4 million in the first quarter of 2007. The
		increase was mostly attributable to an increase in investment yields and a
		higher average cash balance.






17




---






*Provision
		for income taxes.* Income
		tax expense increased $1.5 million, or 15%, from $10.0 million in the first
		quarter of 2006 to $11.5 million in the first quarter of 2007, primarily due to
		the increase in income before taxes attributable to the factors discussed
		above. The Companys effective tax rate decreased to 38.0% for the first
		quarter of 2007 compared to 38.5% for the first quarter of 2006, resulting
		primarily from higher income from investments in tax-exempt securities.




*Net
		income.* Net
		income increased $2.8 million, or 18%, from $16.0 million in the first quarter
		of 2006 to $18.8 million in the first quarter of 2007, because of the factors
		discussed above.




**Liquidity
		and Capital Resources**




At March
		31, 2007, the Company had cash, cash equivalents and marketable securities of
		$151.4 million compared to $128.4 million at December 31, 2006 and $126.2
		million at March 31, 2006. Most of the Companys excess cash is invested
		in tax-exempt money market funds and a diversified, short-term, investment
		grade, tax-exempt bond fund to minimize the Companys principal risk and
		to benefit from the tax efficiency of the funds underlying securities. As
		of March 31, 2007, the Company had a total of $75.8 million invested in the
		short-term tax-exempt bond fund. At March 31, 2007, the 414 issues in this fund
		had an average credit rating of AA, an average maturity and an average duration
		of 1.2 years, as well as an average yield to maturity of 3.7%. The Company had
		no debt as of December 31, 2006 or March 31, 2007.




For the
		three months ended March 31, 2007, the Company reported $19.4 million net cash
		from operating activities compared to $24.9 million for the same period in
		2006. Net cash provided by operating activities on the March 31, 2006 and 2007
		condensed consolidated statements of cash flows includes, in accordance with
		FAS 123(R), a reclassification of a tax benefit from stock options exercised
		during the quarter of $1.0 million and $9.1 million, respectively. However, the
		favorable cash flow effect of this tax benefit is not realized until the second
		quarter of each respective year, when the Company makes estimated tax payments
		for those years.  Capital expenditures were $3.9 million for the quarter
		ended March 31, 2007 compared to $3.3 million for the same period in 2006. For
		the quarter ended March 31, 2007, the Company paid $4.6 million in cash
		dividends to its common stockholders and received $10.9 million upon the
		exercise of 284,300 stock options. During the three months ended March 31,
		2007, the Company spent $8.0 million to repurchase 68,000 shares of common
		stock at an average price of $117.41 per share as part of a previously
		announced common stock repurchase authorization. The Companys remaining
		authorization for common stock repurchases was $24.0 million at March 31,
		2007.




In the
		first quarter of 2007, bad debt expense as a percentage of revenues was 2.6%
		compared to 2.5% for the same period in 2006. Days sales outstanding, adjusted
		to exclude tuition receivable related to future quarters, was 12 days at the
		end of the first quarter of 2007, compared to 10 days in the same period in
		2006.






18




---





Currently,
		the Company invests its cash in bank overnight deposits, money market funds and
		a short-term tax-exempt bond fund. In addition, the Company has available two
		$10.0 million credit facilities from two banks. There have been no borrowings
		by the Company under these credit facilities. The Company believes that
		existing cash, cash equivalents, and marketable securities, cash generated from
		operating activities, and if necessary, cash borrowed under the credit
		facilities, will be sufficient to meet the Companys requirements for at
		least the next 12 months.




**New
		Campus Openings / New State Approvals**





Strayer
		University opened two new campuses in the Orlando, Florida market for the
		spring academic term.  Also, Strayer University has been approved to open
		campuses in New Jersey by the New Jersey Commission on Higher Education. 
		During the second half of 2007, pending final regulatory approvals, Strayer
		University intends to open two campuses in New Jersey, one campus in Knoxville,
		Tennessee and one campus in Atlanta, Georgia (its fifth in that market). 
		These four campuses, together with the two Kentucky campuses and two Florida
		campuses opened earlier this year, will complete the Companys planned
		eight campus openings in 2007.




**Business
		Outlook**




Based on
		enrollment growth for the 2007 spring term, the Company estimates in the second
		quarter of 2007 diluted EPS will be in the range of $1.13-$1.14. The Company
		estimates that it will incur stock-based compensation expense of approximately
		$0.11 per share after tax in the second quarter of 2007, which is included in
		the Companys diluted EPS estimate.






19




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**ITEM 3: QUANTITATIVE AND QUALITATIVE
		DISCLOSURES**


**ABOUT
		MARKET RISK**





The
		Company is subject to the impact of interest rate changes and may be subject to
		changes in the market values of its future investments. The Company invests its
		excess cash in bank overnight deposits, money market funds and a short-term
		tax-exempt bond fund. The Company has not used derivative financial instruments
		in its investment portfolio.





Earnings
		from investments in bank overnight deposits, money market mutual funds, and
		short-term tax-exempt bond funds may be adversely affected in the future should
		interest rates change. The Companys future investment income may fall
		short of expectations due to changes in interest rates or the Company may
		suffer losses in principal if forced to sell securities that have declined in
		market value due to changes in interest rates. As of March 31, 2007, a 10%
		increase or decrease in interest rates would not have a material impact on the
		Companys future earnings, fair values, or cash flows related to
		investments in cash equivalents or interest earning marketable
		securities.




**ITEM 4: CONTROLS AND PROCEDURES**





a)

			 *Disclosure
				  Controls and Procedures.*The
				  Companys Chief Executive Officer and Chief Financial Officer have
				  evaluated the effectiveness of the Companys disclosure controls and
				  procedures as of March 31, 2007. Based upon such review, the Chief Executive
				  Officer and Chief Financial Officer have concluded that the Company has in
				  place, as of March 31, 2007, effective controls and procedures designed to
				  ensure that information required to be disclosed by the Company (including
				  consolidated subsidiaries) in the reports it files or submits under the
				  Securities Exchange Act of 1934, as amended, and the rules thereunder, is
				  recorded, processed, summarized and reported within the time periods specified
				  in the Commissions rules and forms. Disclosure controls and procedures
				  include, without limitation, controls and procedures designed to ensure that
				  information required to be disclosed by an issuer in reports it files or
				  submits under the Securities Exchange Act is accumulated and communicated to
				  the Companys management, including its principal executive officer or
				  officers and principal financial officer or officers, or persons performing
				  similar functions, as appropriate to allow timely decisions regarding required
				  disclosure.





b)

			 *Internal
				  Control Over Financial Reporting*. There
				  have not been any changes in the Companys internal control over financial
				  reporting during the quarter ended March 31, 2007 that have materially
				  affected, or are reasonably likely to materially affect, the Companys
				  internal control over financial reporting.






20




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**PART II  OTHER INFORMATION**




**Item
				  1.**
				**Legal
					 Proceedings.**




None




**Item 1A.**
				**Risk
					 Factors**




There have been no material changes to the risk factors previously described in
			 Part I, Item 1A included in the Companys Annual Report on Form 10-K for
			 the year ended December 31, 2006.




**Item 2.**
				**Unregistered
					 Sales of Equity Securities and Use of Proceeds.**




During
		the three months ended March 31, 2007, the Company used $8.0 million to
		repurchase shares of common stock under its repurchase program. (1) The
		Companys remaining authorization for common stock repurchases was
		approximately $24 million at March 31, 2007 for use during the remainder of
		2007. A summary of the Companys share repurchases during the quarter is
		set forth below:




Total
				  number  of shares purchased
			 
			 Average
				  price paid  per share
			 
			 Total
				  number of shares purchased as part of publicly announced plans
				  or programs
			 
			 Approximate
				  dollar  value of shares that  may yet be purchased  under the plans
				  or programs ($ mil)Beginning
				  Balance (at 12/31/06)
			 
			 
			 
			 
			 
			 
			 
			 
			 
			 
			 $
			 32.0January
			 
			 
			 ****
			 
			 
			 ****
			 
			 
			 ****
			 
			 
			 February
			 
			 
			 ****
			 
			 
			 ****
			 
			 
			 ****
			 
			 
			 ****March
			 

			 
			 68,000
			 
			 $
			 117.41
			 
			 
			 68,000
			 
			 
			 (8.0
			 )Total
				  (at 3/31/07)
			 

			 
			 68,000
			 
			 $
			 117.41
			 
			 
			 68,000
			 
			 $
			 24.0







(1)

			 The
				  Companys repurchase program was announced on November 3, 2003 for
				  repurchases up to anaggregate
				  amount of $15 million in value of common stock through December 31, 2004. The
				  Board ofDirectors
				  amended the program on various dates increasing the amount authorized and
				  extending theexpiration
				  date. Since inception, the Board of Directors has authorized up to an aggregate
				  amount of$145
				  million in value of common stock repurchases.




**Item
				3.**
			 **Defaults
				  Upon Senior Securities.**




None




**Item
				4.**
			 **Submission
				  of Matter to a Vote of Security Holders.**




None




**Item
				5.**
			 **Other
				  Information.**




None






21




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**Item 6.**
			 **Exhibits**.




31.1

			 Certification
				  of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities
				  Act.




31.2

			 Certification
				  of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities
				  Act.




32.1
			 
			 Certification
				  of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
				  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




32.2
			 
			 Certification
				  of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
				  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.






22




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SIGNATURES




Pursuant
		to the requirements of the Securities Exchange Act of 1934, the registrant has
		duly caused this report to be signed on its behalf by the undersigned thereunto
		duly authorized.


STRAYER
				  EDUCATION, INC.By:

			 /s/
				Mark C. BrownMark C.
				  Brown
				Senior Vice President
				  and Chief Financial Officer




Date: May 4,
		  2007






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**Exhibit
		Index**





Exhibit
			 
			 Description31.1
			 
			 Certification
				  of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities
				  Act.31.2
			 
			 Certification
				  of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities
				  Act.32.1
			 
			 Certification
				  of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
				  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
			 
			 Certification of Chief
				Financial Officer pursuant to 18 U.S.C. Section 1350, asadopted
				pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.







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