United States
Securities And Exchange Commission

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 27, 2005 (January 25, 2005)

Education Realty Trust, Inc.

(901) 259-2500
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing in intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Item 1.01. Entry Into A Material Definitive Agreement.

     On January 25, 2005, Education Realty Trust, Inc. (the “Company”) and Education Realty Operating Partnership, LP (the “Operating Partnership”) entered into an underwriting agreement (the “Underwriting Agreement”) with an underwriting syndicate led by J.P. Morgan Securities Inc. and UBS Securities LLC (the “Underwriters) in connection with the sale of 19,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Underwritten Shares”), to the Underwriters in connection with the public offering of these securities. Pursuant to the Underwriting Agreement, the Underwriters have agreed to purchase the Underwritten Shares at a price of $15.00 per share (representing a public offering price of $16.00 less an underwriting discount of $1.00 per share). The Company has granted to the Underwriters an option to purchase up to 2,850,000 additional shares of common stock (collectively with the “Underwritten Shares,” the “Shares”) to cover over-allotments, if any. The Underwriting Agreement contains customary representations and warranties by the Company and the Operating Partnership. In addition, the Underwriting Agreement contains customary indemnification and contribution provisions whereby the Company, the Operating Partnership and the Underwriters have agreed to indemnify each other against certain liabilities. The Shares have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s Registration Statement on Form S-11 (333-119264) originally filed with the Securities and Exchange Commission (the “Commission”) on September 24, 2004, and the Company’s Registration Statement on Form S-11 (333-122298) originally filed with the Commission on January 26, 2005, pursuant to Rule 462(b) promulgated under the Securities Act.

Item 9.01. Financial Statements and Exhibits.

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.

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