EXHIBIT 99.6

                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

          This First Amendment to Employment Agreement (this "Amendment"), dated
as of April 28, 2005, by and between American Campus Communities, Inc. (the
"Company") and William C. Bayless, Jr. ("Executive").

         WHEREAS, the Company and Executive have entered into an employment
agreement dated as of August 11, 2004 (the "Employment Agreement"); and

         WHEREAS, the Company and Executive desire to amend the Employment
Agreement as set forth herein.

         NOW, THEREFORE, the Company and Executive agree as follows:

          1. COBRA Coverage Upon Termination by the Company Without Cause.
Section 8(d)(iv) of the Employment agreement is amended and restated to read in
its entirety as follows:

                  "(iv) An amount equal to the difference between the amount
         paid by Executive for health insurance coverage under the Company's
         health benefit plan immediately prior to such termination and the cost
         of continuation coverage under COBRA, payable on a monthly basis for
         the period ending on the expiration of the Restricted Period; provided,
         that if prior to the expiration of the Restricted Period Executive is
         eligible to receive health insurance benefits from a subsequent
         employer, payments under this subsection (iv) shall cease as of the
         date Executive becomes eligible."

          2. Capitalized Terms. Capitalized terms used herein and not otherwise
defined shall have the meanings assigned to such terms in the Employment
Agreement.

          3. Ratification. Except as otherwise expressly provided in this
Amendment, the Employment Agreement is hereby ratified and confirmed and shall
continue in full force and effect in accordance with its terms.

          4. Counterparts. This Amendment may be executed in identical
counterparts, which when taken together shall constitute one and the same
instrument. A counterpart transmitted by facsimile shall be deemed an original
for all purposes.







         IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.

             AMERICAN CAMPUS COMMUNITIES, INC.



             By: /s/ Brian B. Nickel
             -----------------------------------------------
             Name: Brian B. Nickel
             Title: Executive Vice President,
                    Chief Investment Officer
                    and Secretary



             /s/ William C. Bayless, Jr.
             -----------------------------------------------
             William C. Bayless, Jr.



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