[MORRIS, MANNING & MARTIN, LLP LETTERHEAD]
January 21, 2005
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Attn: Main Filing Desk
Re: Education Realty Trust, Inc.
Registration Statement on Form S-11 (File No. 333-119264)
Request for Acceleration
Ladies and Gentlemen:
On behalf of our client, Education Realty Trust, Inc. (the "Company"),
enclosed for filing is the Company's request pursuant to Rule 461 under the
Securities Act of 1933, as amended (the "Act"), for the acceleration of the
effectiveness of its Registration Statement on Form S-11 (File No. 333-119264)
under the Act to immediate effectiveness on Tuesday, January 25, 2005 at 4:00
p.m. Eastern Standard Time or as soon thereafter as is practicable. Please
acknowledge receipt of this filing via the EDGAR postmaster.
If you have any questions regarding this matter, please do not hesitate
to contact me at 404-504-7635.
Very truly yours,
MORRIS, MANNING & MARTIN, LLP
/s/ Rosemarie A. Thurston
Rosemarie A. Thurston
RAT/as
Enclosure
cc: Owen J. Pinkerton, Esq., Senior Counsel
Neil Miller, Esq., Division of Corporation Finance
MORRIS, MANNING & MARTIN, LLP
January 21, 2005
Page 2
Education Realty Trust, Inc.
530 Oak Court Drive, Suite 300
Memphis, Tennessee 38117
January 21, 2005
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Education Realty Trust, Inc.
Registration Statement on Form S-11 (File No. 333-119264)
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the
"Act"), Education Realty Trust, Inc., a Maryland corporation (the "Company"),
hereby requests acceleration of the effective date of its Registration Statement
on Form S-11 (File No. 333-119264) to immediate effectiveness on Tuesday,
January 25, 2005 at 4:00 p.m. Eastern Standard Time, or as soon thereafter as is
practicable.
We confirm our awareness of our statutory responsibilities under the
Act and the Securities Exchange Act of 1934, as amended. We acknowledge that a
grant of effectiveness does not foreclose the Commission from taking any action
with respect to the filing or relieve the Company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing and that the
Company may not assert such action as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United
States.
You will receive a letter from J.P. Morgan Securities, Inc. and UBS
Securities LLC, on behalf of the underwriters of the proposed offering, pursuant
to which such underwriters will join the Company's request for acceleration of
the effective date of the Registration Statement on Form S-11.
Very truly yours,
Education Realty Trust, Inc.
By: /s/ Paul O. Bower
-------------------------------
Paul O. Bower
President and Chief Executive Officer