FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Bower Paul O   2. Issuer Name and Ticker or Trading Symbol Education Realty Trust, Inc. [EDR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman, CEO and President (Last) (First) (Middle) 530 OAK COURT DRIVE, SUITE 300 3. Date of Earliest Transaction (Month/Day/Year) 01/31/2005 (Street) MEMPHIS, TN 38117 4. If Amendment, Date Original Filed(Month/Day/Year) 02/02/2005 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Partnership Units	(1)	01/31/2005		A		656,585 (2)		(1)	(1)	Common Stock	656,585 (2)	(1)	656,585 (2)	I	By corporation
Partnership Units	(1)	01/31/2005		A		142 (3)		(1)	(1)	Common Stock	142 (3)	(1)	142 (3)	D
Partnership Units	(4)	01/31/2005		A		118,430 (5)		(4)	(4)	Common Stock	118,430 (5)	(4)	118,430 (5)	I	By corporation
Partnership Units	(4)	01/31/2005		A		63,447 (6)		(4)	(4)	Common Stock	63,447 (6)	(4)	63,447 (6)	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Bower Paul O 530 OAK COURT DRIVE, SUITE 300 MEMPHIS, TN 38117	X		Chairman, CEO and President

Signatures

/s/ Helen W. Brown, as Attorney-in-Fact for Paul O. Bower		07/01/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents units of limited partnership in Education Realty Operating Partnership, L.P. (the "Operating Partnership"). Units in the Operating Partnership are redeemable, at the option of the holder, beginning January 31, 2006, for cash or, at the issuer's election, shares of the issuer's common stock on a one-for-one basis.
(2)	The number of derivative securities acquired, the amount of underlying securities and the number of derivative securities beneficially owned following the reported transaction were mistakenly listed as 648,397 in the original Form 4 filed on February 2, 2005. This Amended Form 4 is being filed to correct the number by changing it to 656,585 in the original Form 4 and all subsequent Form 4s filed by the reporting person since February 2, 2005.
(3)	The number of derivative securities acquired, the amount of underlying securities and the number of derivative securities beneficially owned following the reported transaction were mistakenly listed as 141 in the original Form 4 filed on February 2, 2005. This Amended Form 4 is being filed to correct the number by changing it to 142 in the original Form 4 and all subsequent Form 4s filed by the reporting person since February 2, 2005.
(4)	Represents units of limited partnership interest in University Towers Operating Partnership, L.P. (the "University Towers Partnership"). Units in the University Towers Partnership are redeemable, at the option of the holder, beginning on January 31, 2006, for cash or, at the issuer's election, shares of the issuer's common stock on a one-for-one basis.
(5)	The number of derivative securities acquired, the amount of underlying securities and the number of derivative securities beneficially owned following the reported transaction were mistakenly listed as 117,584 in the original Form 4 filed on February 2, 2005. This Amended Form 4 is being filed to correct the number by changing it to 118,430 in the original Form 4 and all subsequent Form 4s filed by the reporting person since February 2, 2005.
(6)	The number of derivative securities acquired, the amount of underlying securities and the number of derivative securities beneficially owned following the reported transaction were mistakenly listed as 62,992 in the original Form 4 filed on February 2, 2005. This Amended Form 4 is being filed to correct the number by changing it to 63,447 in the original Form 4 and all subsequent Form 4s filed by the reporting person since February 2, 2005.
Remarks: This is the second amendment to the Form 4 filed by this reporting person on February 2, 2005.  The first amendment, which made a change to the non-derivative securites, was filed on April 17, 2006.

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