EDUCATION REALTY TRUST, INC.
 
                  SECOND ARTICLES OF AMENDMENT AND RESTATEMENT
 
         FIRST: Education Realty Trust, Inc., a Maryland corporation (the
"Corporation"), desires to amend and restate its charter (the "Charter") as
currently in effect and as hereinafter amended.
 
         SECOND: The following provisions are all the provisions of the charter
currently in effect and as hereinafter amended:
 
                                    ARTICLE I
                                  INCORPORATOR
 
         Sharon A. Kroupa, whose address is c/o Two Hopkins Plaza, Suite 1800,
Baltimore, MD 21201, being at least 18 years of age, does hereby form a
corporation under the general laws of the State of Maryland.
 
                                   ARTICLE II
                                      NAME
 
         The name of the corporation (the "Corporation") is:
 
                          Education Realty Trust, Inc.
 
                                   ARTICLE III
                                     PURPOSE
 
         The purposes for which the Corporation is formed are to engage in any
lawful act or activity (including, without limitation or obligation, engaging in
business as a real estate investment trust under the Internal Revenue Code of
1986, as amended, or any successor statute (the "Code")) for which corporations
may be organized under the general laws of the State of Maryland as now or
hereafter in force. For purposes of these Articles, "REIT" means a real estate
investment trust under Sections 856 through 860 of the Code.
 
                                   ARTICLE IV
                  PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT
 
         The address of the principal office of the Corporation in the State of
Maryland is c/o 300 East Lombard Street, Baltimore, Maryland 21202. The name of
the resident agent of the Corporation in the State of Maryland is The
Corporation Trust Incorporated, whose post address is 300 East Lombard Street,
Baltimore, Maryland 21202. The resident agent is a Maryland corporation.
 
                                    ARTICLE V
                        PROVISIONS FOR DEFINING, LIMITING
                      AND REGULATING CERTAIN POWERS OF THE
                CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS
 
         Section 5.1 Number of Directors. The business and affairs of the
Corporation shall be managed under the direction of the Board of Directors. The
number of directors of the Corporation initially shall be three, which number
may be increased or decreased only by the Board of Directors pursuant to the
Bylaws of the Corporation (the "Bylaws"), but shall never be less than the
minimum number required by the Maryland General Corporation Law (the "MGCL").
The names of the directors
 
 
 
 
 
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who shall serve until the first annual meeting of stockholders and until their
successors are duly elected and qualify are:
 
                                  Paul O. Bower
                                Randall H. Brown
                                Craig L. Cardwell
 
These directors may increase the number of directors and may fill any vacancy,
whether resulting from an increase in the number of directors or otherwise, on
the Board of Directors occurring before the first annual meeting of stockholders
in the manner provided in the Bylaws.
 
         The Corporation elects, at such time as it becomes eligible to make the
election provided for under Section 3-802(b) of the MGCL, that, except as may be
provided by the Board of Directors in setting the terms of any class or series
of stock, any and all vacancies on the Board of Directors may be filled only by
the affirmative vote of a majority of the remaining directors in office, even if
the remaining directors do not constitute a quorum, and any director elected to
fill a vacancy shall serve for the remainder of the full term of the
directorship in which such vacancy occurred.
 
         Section 5.2 Extraordinary Actions. Except as specifically provided in
Article VIII, notwithstanding any provision of law permitting or requiring any
action to be taken or approved by the affirmative vote of the holders of shares
entitled to cast a greater number of votes, any such action shall be effective
and valid if declared advisable by the Board of Directors and taken or approved
by the affirmative vote of holders of shares entitled to cast a majority of all
the votes entitled to be cast on the matter.
 
         Section 5.3 Authorization by Board of Stock Issuance. The Board of
Directors may authorize the issuance from time to time of shares of stock of the
Corporation of any class or series, whether now or hereafter authorized, or
securities or rights convertible into shares of its stock of any class or
series, whether now or hereafter authorized, for such consideration as the Board
of Directors may deem advisable (or without consideration in the case of a stock
split or stock dividend), subject to such restrictions or limitations, if any,
as may be set forth in the Charter or the Bylaws.
 
         Section 5.4 Preemptive and Appraisal Rights. Except as may be provided
by the Board of Directors in setting the terms of classified or reclassified
shares of stock pursuant to Section 6.4 or as may otherwise be provided by
contract, no holder of shares of stock of the Corporation shall, as such holder,
have any preemptive right to purchase or subscribe for any additional shares of
stock of the Corporation or any other security of the Corporation which it may
issue or sell. Holders of shares of stock shall not be entitled to exercise any
rights of an objecting stockholder provided for under Title 3, Subtitle 2 of the
MGCL or any successor statute unless the Board of Directors, upon the
affirmative vote of a majority of the Board of Directors, shall determine that
such rights apply, with respect to all or any classes or series of stock, to one
or more transactions occurring after the date of such determination in
connection with which holders of such shares would otherwise be entitled to
exercise such rights.
 
         Section 5.5 Indemnification. The Corporation shall have the power, to
the maximum extent permitted by Maryland law in effect from time to time, to
obligate itself to indemnify, and to pay or reimburse reasonable expenses in
advance of final disposition of a proceeding to, (a) any individual who is a
present or former director or officer of the Corporation or (b) any individual
who, while a director or officer of the Corporation and at the request of the
Corporation, serves or has served as a director, officer, partner or trustee of
another corporation, real estate investment trust, partnership, joint venture,
trust, employee benefit plan or any other enterprise from and against any claim
or liability to which such person may become subject or which such person may
incur by reason of his or her service in such
 
 
 
 
 
 
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capacity. The Corporation shall have the power, with the approval of the Board
of Directors, to provide such indemnification and advancement of expenses to a
person who served a predecessor of the Corporation in any of the capacities
described in (a) or (b) above and to any employee or agent of the Corporation or
a predecessor of the Corporation.
 
         Section 5.6 Determinations by Board. The determination as to any of the
following matters, made in good faith by or pursuant to the direction of the
Board of Directors consistent with the Charter, shall be final and conclusive
and shall be binding upon the Corporation and every holder of shares of its
stock: the amount of the net income of the Corporation for any period and the
amount of assets at any time legally available for the payment of dividends,
redemption of its stock or the payment of other distributions on its stock; the
amount of paid-in surplus, net assets, other surplus, annual or other cash flow,
funds from operations, net profit, net assets in excess of capital, undivided
profits or excess of profits over losses on sales of assets; the amount,
purpose, time of creation, increase or decrease, alteration or cancellation of
any reserves or charges and the propriety thereof (whether or not any obligation
or liability for which such reserves or charges shall have been created shall
have been paid or discharged); any interpretation of the terms, preferences,
conversion or other rights, voting powers or rights, restrictions, limitations
as to dividends or distributions, qualifications or terms or conditions of
redemption of any class or series of stock of the Corporation; the fair value,
or any sale, bid or asked price to be applied in determining the fair value, of
any asset owned or held by the Corporation or of any shares of stock of the
Corporation; the number of shares of stock of any class of the Corporation; any
matter relating to the acquisition, holding and disposition of any assets by the
Corporation; or any other matter relating to the business and affairs of the
Corporation or required or permitted by applicable law, the Charter or the
Bylaws or otherwise to be determined by the Board of Directors.
 
         Section 5.7 REIT Qualification. If the Corporation elects to qualify
for federal income tax treatment as a REIT, the Board of Directors shall use its
reasonable best efforts to take such actions as are necessary or appropriate to
preserve the status of the Corporation as a REIT; however, if the Board of
Directors determines that it is no longer in the best interests of the
Corporation to continue to be qualified as a REIT, the Board of Directors may
revoke or otherwise terminate the Corporation's REIT election pursuant to
Section 856(g) of the Code. The Board of Directors also may determine that
compliance with any restriction or limitation on stock ownership and transfers
set forth in Article VII is no longer required for REIT qualification.
 
         Section 5.8 Removal of Directors. Subject to the rights of holders of
one or more classes or series of Preferred Stock to elect or remove one or more
directors, any director, or the entire Board of Directors, may be removed from
office at any time, but only for cause and then only by the affirmative vote of
at least a majority of the votes entitled to be cast generally in the election
of directors. For the purpose of this paragraph, "cause" shall mean, with
respect to any particular director, conviction of a felony or a final judgment
of a court of competent jurisdiction holding that such director caused
demonstrable, material harm to the Corporation through bad faith or active and
deliberate dishonesty.
 
                                   ARTICLE VI
                                      STOCK
 
         Section 6.1 Authorized Shares. The Corporation has authority to issue
Two Hundred Fifty Million (250,000,000) shares of stock, consisting of Two
Hundred Million (200,000,000) shares of Common Stock, $.01 par value per share
("Common Stock"), and Fifty Million (50,000,000) shares of Preferred Stock, $.01
par value per share ("Preferred Stock"). The aggregate par value of all
authorized shares of stock having par value is Two Million Five Hundred Thousand
and NO/100 Dollars ($2,500,000). If shares of one class of stock are classified
or reclassified into shares of another class of stock pursuant to Section 6.2,
6.3 or 6.4 of this Article VI, the number of authorized shares of the former
 
 
 
                                      -3-
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class shall be automatically decreased and the number of shares of the latter
class shall be automatically increased, in each case by the number of shares so
classified or reclassified, so that the aggregate number of shares of stock of
all classes that the Corporation has authority to issue shall not be more than
the total number of shares of stock set forth in the first sentence of this
paragraph. The Board of Directors, without any action by the stockholders of the
Corporation, may amend the Charter from time to time to increase or decrease the
aggregate number of shares of stock or the number of shares of stock of any
class or series that the Corporation has authority to issue.
 
         Section 6.2 Common Stock. Subject to the provisions of Article VII and
except as may otherwise be specified in the terms of any class or series of
Common Stock, each share of Common Stock shall entitle the holder thereof to one
vote. The Board of Directors may reclassify any unissued shares of Common Stock
from time to time in one or more classes or series of stock.
 
         Section 6.3 Preferred Stock. The Board of Directors may classify any
unissued shares of Preferred Stock and reclassify any previously classified but
unissued shares of Preferred Stock of any series from time to time, in one or
more classes or series of stock.
 
         Section 6.4 Classified or Reclassified Shares. Prior to issuance of
classified or reclassified shares of any class or series, the Board of Directors
by resolution shall: (a) designate that class or series to distinguish it from
all other classes and series of stock of the Corporation; (b) specify the number
of shares to be included in the class or series; (c) set or change, subject to
the provisions of Article VII and subject to the express terms of any class or
series of stock of the Corporation outstanding at the time, the preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends or other distributions, qualifications and terms and conditions of
redemption for each class or series; and (d) cause the Corporation to file
articles supplementary with the State Department of Assessments and Taxation of
Maryland ("SDAT"). Any of the terms of any class or series of stock set or
changed pursuant to clause (c) of this Section 6.4 may be made dependent upon
facts or events ascertainable outside the Charter (including determinations by
the Board of Directors or other facts or events within the control of the
Corporation) and may vary among holders thereof, provided that the manner in
which such facts, events or variations shall operate upon the terms of such
class or series of stock is clearly and expressly set forth in the articles
supplementary or other charter document.
 
         Section 6.5 Charter and Bylaws. The rights of all stockholders, and the
terms of all stock, are subject to the provisions of the Charter and the Bylaws.
 
                                   ARTICLE VII
                 RESTRICTION ON TRANSFER AND OWNERSHIP OF SHARES
 
         Section 7.1 Definitions. For the purpose of this Article VII, the
following terms shall have the following meanings:
 
         Aggregate Stock Ownership Limit. The term "Aggregate Stock Ownership
Limit" shall mean not more than 9.8 percent (by value, by number of shares or by
voting power, whichever is more restrictive) of the aggregate of the outstanding
shares of Capital Stock.
 
         Beneficial Ownership. The term "Beneficial Ownership" shall mean
ownership of Capital Stock by a Person, whether the interest in the shares of
Capital Stock is held directly or indirectly (including by a nominee), and shall
include interests that would be treated as owned through the application of
Section 544 of the Code, as modified by Section 856(h)(1)(B) of the Code. The
terms "Beneficial Owner," "Beneficially Owns" and "Beneficially Owned" shall
have the correlative meanings.
 
 
 
 
                                      -4-
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         Business Day. The term "Business Day" shall mean any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which banking
institutions in Memphis, Tennessee are authorized or required by law, regulation
or executive order to close.
 
         Capital Stock. The term "Capital Stock" shall mean all classes or
series of stock of the Corporation, including, without limitation, Common Stock
and Preferred Stock.
 
         Charitable Beneficiary. The term "Charitable Beneficiary" shall mean
one or more beneficiaries of the Trust as determined pursuant to Section 7.3.6,
provided that each such organization must be described in Section 501(c)(3) of
the Code and contributions to each such organization must be eligible for
deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code.
 
         Common Stock Ownership Limit. The term "Common Stock Ownership Limit"
shall mean not more than 9.8 percent (by value, by number of shares or by voting
power, whichever is more restrictive) of the aggregate of the outstanding shares
of Common Stock.
 
         Constructive Ownership. The term "Constructive Ownership" shall mean
ownership of Capital Stock by a Person, whether the interest in the shares of
Capital Stock is held directly or indirectly (including by a nominee), and shall
include interests that would be treated as owned through the application of
Section 318(a) of the Code, as modified by Section 856(d)(5) of the Code. The
terms "Constructive Owner," "Constructively Owns" and "Constructively Owned"
shall have the correlative meanings.
 
         Excepted Holder. The term "Excepted Holder" shall mean a stockholder of
the Corporation for whom an Excepted Holder Limit is created by these Articles
or by the Board of Directors pursuant to Section 7.2.7.
 
         Excepted Holder Limit. The term "Excepted Holder Limit" shall mean,
provided that the affected Excepted Holder agrees to comply with the
requirements established by the Board of Directors pursuant to Section 7.2.7 and
subject to adjustment pursuant to Section 7.2.8, the percentage limit
established by the Board of Directors pursuant to Section 7.2.7.
 
         Initial Date. The term "Initial Date" shall mean the date upon which
the Second Articles of Amendment containing this Article VII are accepted for
record by the SDAT.
 
         Market Price. The term "Market Price" on any date shall mean, with
respect to any class or series of outstanding shares of Capital Stock, the
Closing Price for such Capital Stock on such date. The "Closing Price" on any
date shall mean the last sale price for such Capital Stock, regular way, or, in
case no such sale takes place on such day, the average of the closing bid and
asked prices, regular way, for such Capital Stock, in either case as reported in
the principal consolidated transaction reporting system with respect to
securities listed or admitted to trading on the NYSE or, if such Capital Stock
is not listed or admitted to trading on the NYSE, as reported on the principal
consolidated transaction reporting system with respect to securities listed on
the principal national securities exchange on which such Capital Stock is listed
or admitted to trading or, if such Capital Stock is not listed or admitted to
trading on any national securities exchange, the last quoted price, or, if not
so quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by the National Association of Securities
Dealers, Inc. Automated Quotation System or, if such system is no longer in use,
the principal other automated quotation system that may then be in use or, if
such Capital Stock is not quoted by any such organization, the average of the
closing bid and asked prices as furnished by a professional market maker making
a market in such Capital Stock selected by the Board of Directors or, in the
event that no
 
 
 
 
 
 
                                      -5-
<PAGE>
 
trading price is available for such Capital Stock, the fair market value of the
Capital Stock, as determined in good faith by the Board of Directors.
 
         NYSE. The term "NYSE" shall mean the New York Stock Exchange.
 
         Person. The term "Person" shall mean an individual, corporation,
partnership, estate, trust (including a trust qualified under Sections 401(a) or
501(c)(17) of the Code), a portion of a trust permanently set aside for or to be
used exclusively for the purposes described in Section 642(c) of the Code,
association, private foundation within the meaning of Section 509(a) of the
Code, joint stock company or other entity and also includes a group as that term
is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended, and a group to which an Excepted Holder Limit applies.
 
         Prohibited Owner. The term "Prohibited Owner" shall mean, with respect
to any purported Transfer, any Person who, but for the provisions of Section
7.2.1, would Beneficially Own or Constructively Own shares of Capital Stock, and
if appropriate in the context, shall also mean any Person who would have been
the record owner of the shares that the Prohibited Owner would have so owned.
 
         Restriction Termination Date. The term "Restriction Termination Date"
shall mean the first day after the Initial Date on which the Corporation
determines pursuant to Section 5.7 of the Charter that it is no longer in the
best interests of the Corporation to attempt to, or continue to, qualify as a
REIT or that compliance with the restrictions and limitations on Beneficial
Ownership, Constructive Ownership and Transfers of shares of Capital Stock set
forth herein is no longer required in order for the Corporation to qualify as a
REIT.
 
         Transfer. The term "Transfer" shall mean any issuance, sale, transfer,
gift, assignment, devise or other disposition, as well as any other event that
causes any Person to acquire Beneficial Ownership or Constructive Ownership, or
any agreement to take any such actions or cause any such events, of Capital
Stock or the right to vote or receive dividends on Capital Stock, including (a)
the granting or exercise of any option (or any disposition of any option), (b)
any disposition of any securities or rights convertible into or exchangeable for
Capital Stock or any interest in Capital Stock or any exercise of any such
conversion or exchange right and (c) Transfers of interests in other entities
that result in changes in Beneficial or Constructive Ownership of Capital Stock;
in each case, whether voluntary or involuntary, whether owned of record,
Constructively Owned or Beneficially Owned and whether by operation of law or
otherwise. The terms "Transferring" and "Transferred" shall have the correlative
meanings.
 
         Trust. The term "Trust" shall mean any trust provided for in Section
7.3.1.
 
         Trustee. The term "Trustee" shall mean the Person unaffiliated with the
Corporation and a Prohibited Owner that is appointed by the Corporation to serve
as trustee of the Trust.
 
         Section 7.2 Capital Stock.
 
                  Section 7.2.1 Ownership Limitations. During the period
         commencing on the Initial Date and prior to the Restriction Termination
         Date:
 
                  (a) Basic Restrictions.
 
                           (i) (1) No Person, other than an Excepted Holder,
                  shall Beneficially Own or Constructively Own shares of Capital
                  Stock in excess of the Aggregate Stock Ownership Limit, (2) no
                  Person, other than an Excepted Holder, shall Beneficially Own
                  or
 
 
 
 
 
 
                                      -6-
<PAGE>
 
                  Constructively Own shares of Common Stock in excess of the
                  Common Stock Ownership Limit and (3) no Excepted Holder shall
                  Beneficially Own or Constructively Own shares of Capital Stock
                  in excess of the Excepted Holder Limit for such Excepted
                  Holder.
 
                           (ii) No Person shall Beneficially or Constructively
                  Own shares of Capital Stock to the extent that such Beneficial
                  or Constructive Ownership of Capital Stock would result in the
                  Corporation being "closely held" within the meaning of Section
                  856(h) of the Code (without regard to whether the ownership
                  interest is held during the last half of a taxable year), or
                  otherwise failing to qualify as a REIT (including, but not
                  limited to, Beneficial or Constructive Ownership that would
                  result in the Corporation owning (actually or Constructively)
                  an interest in a tenant that is described in Section
                  856(d)(2)(B) of the Code if the income derived by the
                  Corporation from such tenant would cause the Corporation to
                  fail to satisfy any of the gross income requirements of
                  Section 856(c) of the Code).
 
                           (iii) Subject to Section 7.4 hereof, but
                  notwithstanding any other provisions contained herein, any
                  Transfer of shares of Capital Stock that, if effective, would
                  result in the Capital Stock being beneficially owned by less
                  than 100 Persons (determined under the principles of Section
                  856(a)(5) of the Code) shall be void ab initio, and the
                  intended transferee shall acquire no rights in such shares of
                  Capital Stock.
 
                  (b) Transfer in Trust. If any Transfer of shares of Capital
         Stock occurs which, if effective, would result in any Person
         Beneficially Owning or Constructively Owning shares of Capital Stock in
         violation of Section 7.2.1(a)(i) or (ii),
 
                           (i) then that number of shares of the Capital Stock
                  the Beneficial or Constructive Ownership of which otherwise
                  would cause such Person to violate Section 7.2.1(a)(i) or
                  (ii)(rounded to the nearest whole share) shall be
                  automatically transferred to a Trust for the benefit of a
                  Charitable Beneficiary, as described in Section 7.3, effective
                  as of the close of business on the Business Day prior to the
                  date of such Transfer, and such Person shall acquire no rights
                  in such shares; or
 
                           (ii) if the transfer to the Trust described in clause
                  (i) of this sentence would not be effective for any reason to
                  prevent the violation of Section 7.2.1(a)(i) or (ii), then the
                  Transfer of that number of shares of Capital Stock that
                  otherwise would cause any Person to violate Section
                  7.2.1(a)(i) or (ii) shall be void ab initio, and the intended
                  transferee shall acquire no rights in such shares of Capital
                  Stock.
 
                  Section 7.2.2 Remedies for Breach. If the Board of Directors
         or any duly authorized committee thereof shall at any time determine in
         good faith that a Transfer or other event has taken place that results
         in a violation of Section 7.2.1 or that a Person intends to acquire or
         has attempted to acquire Beneficial or Constructive Ownership of any
         shares of Capital Stock in violation of Section 7.2.1 (whether or not
         such violation is intended), the Board of Directors or a committee
         thereof shall take such action as it deems advisable to refuse to give
         effect to or to prevent such Transfer or other event, including,
         without limitation, causing the Corporation to redeem shares, refusing
         to give effect to such Transfer on the books of the Corporation or
         instituting proceedings to enjoin such Transfer or other event;
         provided, however, that any Transfer or attempted Transfer or other
         event in violation of Section 7.2.1 shall automatically result in the
         transfer to the Trust described above, and, where applicable, such
         Transfer (or other
 
 
 
 
 
 
                                      -7-
<PAGE>
 
         event) shall be void ab initio as provided above irrespective of any
         action (or non-action) by the Board of Directors or a committee
         thereof.
 
                  Section 7.2.3 Notice of Restricted Transfer. Any Person who
         acquires or attempts or intends to acquire Beneficial Ownership or
         Constructive Ownership of shares of Capital Stock that will or may
         violate Section 7.2.1(a) or any Person who would have owned shares of
         Capital Stock that resulted in a transfer to the Trust pursuant to the
         provisions of Section 7.2.1(b) shall immediately give written notice to
         the Corporation of such event or, in the case of such a proposed or
         attempted transaction, give at least 15 days prior written notice, and
         shall provide to the Corporation such other information as the
         Corporation may request in order to determine the effect, if any, of
         such Transfer on the Corporation's status as a REIT.
 
                  Section 7.2.4 Owners Required To Provide Information. From the
         Initial Date and prior to the Restriction Termination Date:
 
                  (a) every owner of five percent or more (or such lower
         percentage as required by the Code or the Treasury Regulations
         promulgated thereunder) of the outstanding shares of Capital Stock,
         within 30 days after the end of each taxable year, shall give written
         notice to the Corporation stating the name and address of such owner,
         the number of shares of Capital Stock and other shares of the Capital
         Stock Beneficially Owned and a description of the manner in which such
         shares are held. Each such owner shall provide to the Corporation such
         additional information as the Corporation may request in order to
         determine the effect, if any, of such Beneficial Ownership on the
         Corporation's status as a REIT and to ensure compliance with the
         Aggregate Stock Ownership Limit; and
 
                  (b) each Person who is a Beneficial or Constructive Owner of
         Capital Stock and each Person (including the stockholder of record) who
         is holding Capital Stock for a Beneficial or Constructive Owner shall
         provide to the Corporation such information as the Corporation may
         request, in good faith, in order to determine the Corporation's status
         as a REIT and to comply with requirements of any taxing authority or
         governmental authority or to determine such compliance.
 
                  Section 7.2.5 Remedies Not Limited. Subject to Section 5.7 of
         the Charter, nothing contained in this Section 7.2 shall limit the
         authority of the Board of Directors to take such other action as it
         deems necessary or advisable to protect the Corporation and the
         interests of its stockholders in preserving the Corporation's status as
         a REIT.
 
                  Section 7.2.6 Ambiguity. In the case of an ambiguity in the
         application of any of the provisions of this Section 7.2, Section 7.3,
         or any definition contained in Section 7.1, the Board of Directors
         shall have the power to determine the application of the provisions of
         this Section 7.2 or Section 7.3 or any such definition with respect to
         any situation based on the facts known to it. In the event Section 7.2
         or 7.3 requires an action by the Board of Directors and the Charter
         fails to provide specific guidance with respect to such action, the
         Board of Directors shall have the power to determine the action to be
         taken so long as such action is not contrary to the provisions of
         Sections 7.1, 7.2 or 7.3. Absent a decision to the contrary by the
         Board of Directors (which the Board may make in its sole and absolute
         discretion), if a Person would have (but for the remedies set forth in
         Section 7.2.2) acquired Beneficial or Constructive Ownership of Stock
         in violation of Section 7.2.1, such remedies (as applicable) shall
         apply first to the shares of Stock which, but for such remedies, would
         have been Beneficially Owned or Constructively Owned (but not actually
         owned) by such Person, pro rata among the Persons who actually own
 
 
 
 
                                      -8-
<PAGE>
 
         such shares of Stock based upon the relative number of the shares of
         Stock held by each such Person.
 
                  Section 7.2.7 Exceptions.
 
                  (a) Subject to Section 7.2.1(a)(ii), the Board of Directors,
         in its sole discretion, may exempt (prospectively or retroactively) a
         Person from the Aggregate Stock Ownership Limit and the Common Stock
         Ownership Limit, as the case may be, and may establish or increase an
         Excepted Holder Limit for such Person if:
 
                           (i) the Board of Directors obtains such
                  representations and undertakings from such Person as are
                  reasonably necessary to ascertain that no individual's
                  Beneficial or Constructive Ownership of such shares of Capital
                  Stock will violate Section 7.2.1(a)(ii);
 
                           (ii) such Person does not and represents that it will
                  not own, actually or Constructively, an interest in a tenant
                  of the Corporation (or a tenant of any entity owned or
                  controlled by the Corporation) that would cause the
                  Corporation to own, actually or Constructively, more than a
                  9.9% interest (as set forth in Section 856(d)(2)(B) of the
                  Code) in such tenant and the Board of Directors obtains such
                  representations and undertakings from such Person as are
                  reasonably necessary to ascertain this fact (for this purpose,
                  a tenant from whom the Corporation (or an entity owned or
                  controlled by the Corporation) derives (and is expected to
                  continue to derive) a sufficiently small amount of revenue
                  such that, in the opinion of the Board of Directors, rent from
                  such tenant would not adversely affect the Corporation's
                  ability to qualify as a REIT shall not be treated as a tenant
                  of the Corporation); and
 
                           (iii) such Person agrees that any violation or
                  attempted violation of such representations or undertakings
                  (or other action which is contrary to the restrictions
                  contained in Sections 7.2.1 through 7.2.6) will result in such
                  shares of Capital Stock being automatically transferred to a
                  Trust in accordance with Sections 7.2.1(b) and 7.3.
 
                  (b) Prior to granting any exception pursuant to Section
         7.2.7(a), the Board of Directors may require a ruling from the Internal
         Revenue Service, or an opinion of counsel, in either case in form and
         substance satisfactory to the Board of Directors in its sole
         discretion, as it may deem necessary or advisable in order to determine
         or ensure the Corporation's status as a REIT. Notwithstanding the
         receipt of any ruling or opinion, the Board of Directors may impose
         such conditions or restrictions as it deems appropriate in connection
         with granting such exception.
 
                  (c) Subject to Section 7.2.1(a)(ii), an underwriter which
         participates in a public offering or a private placement of Capital
         Stock (or securities convertible into or exchangeable for Capital
         Stock) may Beneficially Own or Constructively Own shares of Capital
         Stock (or securities convertible into or exchangeable for Capital
         Stock) in excess of the Aggregate Stock Ownership Limit, the Common
         Stock Ownership Limit, or both such limits, but only to the extent
         necessary to facilitate such public offering or private placement.
 
                  (d) The Board of Directors may only reduce the Excepted Holder
         Limit for an Excepted Holder: (1) with the written consent of such
         Excepted Holder at any time, or (2) pursuant to the terms and
         conditions of the agreements and undertakings entered into with such
         Excepted Holder in connection with the establishment of the Excepted
         Holder Limit for that
 
 
 
 
 
 
                                      -9-
<PAGE>
 
         Excepted Holder. No Excepted Holder Limit shall be reduced to a
         percentage that is less than the Common Stock Ownership Limit.
 
                  Section 7.2.8 Increase in Aggregate Stock Ownership and Common
         Stock Ownership Limits. Subject to Section 7.2.2 (a)(ii), the Board of
         Directors may from time to time increase the Common Stock Ownership
         Limit and the Aggregate Stock Ownership Limit for one or more Persons
         and decrease the Common Stock Ownership Limit and the Aggregate Stock
         Ownership Limit for all other Persons; provided, however, that the
         decreased Common Stock Ownership Limit and/or Aggregate Stock Ownership
         Limit will not be effective for any Person whose percentage ownership
         in Stock is in excess of such decreased Common Stock Ownership Limit
         and/or Aggregate Stock Ownership Limit until such time as such Person's
         percentage of Stock equals or falls below the decreased Common Stock
         Ownership Limit and/or Aggregate Stock Ownership Limit, but any further
         acquisition of Stock in excess of such percentage ownership of Stock
         will be in violation of the Common Stock Ownership Limit and/or
         Aggregate Stock Ownership Limit and, provided further, that the new
         Common Stock Ownership Limit and/or Aggregate Stock Ownership Limit
         would not allow five or fewer Persons to Beneficially Own more than
         49.9% in value of the outstanding Stock.
 
                  Section 7.2.9 Legend. Each certificate for shares of Capital
         Stock shall bear substantially the following legend:
 
                  The shares represented by this certificate are subject to
                  restrictions on Beneficial and Constructive Ownership and
                  Transfer for the purpose, among others, of the Corporation's
                  maintenance of its status as a Real Estate Investment Trust
                  under the Internal Revenue Code of 1986, as amended (the
                  "Code"). Subject to certain further restrictions and except as
                  expressly provided in the Charter, (i) no Person may
                  Beneficially or Constructively Own shares of the Corporation's
                  Common Stock in excess of 9.8 percent (by value, by number of
                  shares or by voting power, whichever is more restrictive) of
                  the outstanding shares of Common Stock unless such Person is
                  an Excepted Holder (in which case the Excepted Holder Limit
                  shall be applicable); (ii) no Person may Beneficially or
                  Constructively Own shares of Capital Stock of the Corporation
                  in excess of 9.8 percent (by value, by number of shares or by
                  voting power, whichever is more restrictive) of the total
                  outstanding shares of Capital Stock of the Corporation, unless
                  such Person is an Excepted Holder (in which case the Excepted
                  Holder Limit shall be applicable); (iii) no Person may
                  Beneficially or Constructively Own Capital Stock that would
                  result in the Corporation being "closely held" under Section
                  856(h) of the Code or otherwise cause the Corporation to fail
                  to qualify as a REIT; and (iv) no Person may Transfer shares
                  of Capital Stock if such Transfer would result in the Capital
                  Stock of the Corporation being owned by fewer than 100
                  Persons. Any Person who Beneficially or Constructively Owns or
                  attempts to Beneficially or Constructively Own shares of
                  Capital Stock which causes or will cause a Person to
                  Beneficially or Constructively Own shares of Capital Stock in
                  excess or in violation of the above limitations must
                  immediately notify the Corporation. If any of the restrictions
                  on transfer or ownership are violated, the shares of Capital
                  Stock represented hereby will be automatically transferred to
                  a Trustee of a Trust for the benefit of one or more Charitable
                  Beneficiaries. In addition, the Corporation may redeem shares
                  upon the terms and conditions specified by the Board of
                  Directors in its sole discretion if the Board of Directors
                  determines that ownership or a Transfer or other event may
                  violate the restrictions described above. Furthermore, upon
                  the occurrence of certain events, attempted Transfers in
                  violation of the restrictions described above may be void ab
                  initio. All capitalized terms in this legend have the meanings
                  defined in the Charter, as the same may be amended from time
                  to time, a copy of which, including the restrictions on
                  transfer and ownership, will be furnished to each holder of
                  Capital Stock of the Corporation on request and without
                  charge. Requests for such a copy may be directed to the
                  Secretary of the Corporation at its Principal Office.
 
 
 
 
                                      -10-
<PAGE>
 
                  Instead of the foregoing legend, the certificate may state
         that the Corporation will furnish a full statement about certain
         restrictions on transferability to a stockholder on request and without
         charge.
 
         Section 7.3 Transfer of Capital Stock in Trust.
 
                  Section 7.3.1 Ownership in Trust. Upon any purported Transfer
         or other event described in Section 7.2.1(b) that would result in a
         transfer of shares of Capital Stock to a Trust, such shares of Capital
         Stock shall be deemed to have been transferred to the Trustee as
         trustee of a Trust for the exclusive benefit of one or more Charitable
         Beneficiaries. Such transfer to the Trustee shall be deemed to be
         effective as of the close of business on the Business Day prior to the
         purported Transfer or other event that results in the transfer to the
         Trust pursuant to Section 7.2.1(b). The Trustee shall be appointed by
         the Corporation and shall be a Person unaffiliated with the Corporation
         and any Prohibited Owner. Each Charitable Beneficiary shall be
         designated by the Corporation as provided in Section 7.3.6.
 
                  Section 7.3.2 Status of Shares Held by the Trustee. Shares of
         Capital Stock held by the Trustee shall be issued and outstanding
         shares of Capital Stock of the Corporation. The Prohibited Owner shall
         have no rights in the shares held by the Trustee. The Prohibited Owner
         shall not benefit economically from ownership of any shares held in
         trust by the Trustee, shall have no rights to dividends or other
         distributions and shall not possess any rights to vote or other rights
         attributable to the shares held in the Trust.
 
                  Section 7.3.3 Dividend and Voting Rights. The Trustee shall
         have all voting rights and rights to dividends or other distributions
         with respect to shares of Capital Stock held in the Trust, which rights
         shall be exercised for the exclusive benefit of the Charitable
         Beneficiary. Any dividend or other distribution paid prior to the
         discovery by the Corporation that the shares of Capital Stock have been
         transferred to the Trustee shall be paid by the recipient of such
         dividend or distribution to the Trustee upon demand and any dividend or
         other distribution authorized but unpaid shall be paid when due to the
         Trustee. Any dividend or distribution so paid to the Trustee shall be
         held in trust for the Charitable Beneficiary. The Prohibited Owner
         shall have no voting rights with respect to shares held in the Trust
         and, subject to Maryland law, effective as of the date that the shares
         of Capital Stock have been transferred to the Trustee, the Trustee
         shall have the authority (at the Trustee's sole discretion) (i) to
         rescind as void any vote cast by a Prohibited Owner prior to the
         discovery by the Corporation that the shares of Capital Stock have been
         transferred to the Trustee and (ii) to recast such vote in accordance
         with the desires of the Trustee acting for the benefit of the
         Charitable Beneficiary; provided, however, that if the Corporation has
         already taken irreversible corporate action, then the Trustee shall not
         have the authority to rescind and recast such vote. Notwithstanding the
         provisions of this Article VII, until the Corporation has received
         notification that shares of Capital Stock have been transferred into a
         Trust, the Corporation shall be entitled to rely on its share transfer
         and other stockholder records for purposes of preparing lists of
         stockholders entitled to vote at meetings, determining the validity and
         authority of proxies and otherwise conducting votes of stockholders.
 
                  Section 7.3.4 Sale of Shares by Trustee. Within 20 days of
         receiving notice from the Corporation that shares of Capital Stock have
         been transferred to the Trust, the Trustee of the Trust shall sell the
         shares held in the Trust to a person, designated by the Trustee, whose
         ownership of the shares will not violate the ownership limitations set
         forth in Section 7.2.1(a). Upon such sale, the interest of the
         Charitable Beneficiary in the shares sold shall terminate and the
         Trustee shall distribute the net proceeds of the sale to the Prohibited
         Owner and to the Charitable Beneficiary as provided in this Section
         7.3.4. The Prohibited Owner shall receive the
 
 
 
 
                                      -11-
<PAGE>
 
         lesser of (1) the price paid by the Prohibited Owner for the shares or,
         if the Prohibited Owner did not give value for the shares in connection
         with the event causing the shares to be held in the Trust (e.g., in the
         case of a gift, devise or other such transaction), the Market Price of
         the shares on the day of the event causing the shares to be held in the
         Trust and (2) the price per share received by the Trustee (net of any
         commissions and other expenses of sale) from the sale or other
         disposition of the shares held in the Trust. The Trustee may reduce the
         amount payable to the Prohibited Owner by the amount of dividends and
         distributions which have been paid to the Prohibited Owner and are owed
         by the Prohibited Owner to the Trustee pursuant to Section 7.3.3 of
         this Article VII. Any net sales proceeds in excess of the amount
         payable to the Prohibited Owner shall be immediately paid to the
         Charitable Beneficiary. If, prior to the discovery by the Corporation
         that shares of Capital Stock have been transferred to the Trustee, such
         shares are sold by a Prohibited Owner, then (i) such shares shall be
         deemed to have been sold on behalf of the Trust and (ii) to the extent
         that the Prohibited Owner received an amount for such shares that
         exceeds the amount that such Prohibited Owner was entitled to receive
         pursuant to this Section 7.3.4, such excess shall be paid to the
         Trustee upon demand.
 
                  Section 7.3.5 Purchase Right in Stock Transferred to the
         Trustee. Shares of Capital Stock transferred to the Trustee shall be
         deemed to have been offered for sale to the Corporation, or its
         designee, at a price per share equal to the lesser of (i) the price per
         share in the transaction that resulted in such transfer to the Trust
         (or, in the case of a devise or gift, the Market Price at the time of
         such devise or gift) and (ii) the Market Price on the date the
         Corporation, or its designee, accepts such offer. The Corporation may
         reduce the amount payable to the Prohibited Owner by the amount of
         dividends and distributions which has been paid to the Prohibited Owner
         and are owed by the Prohibited Owner to the Trustee pursuant to Section
         7.3.3 of this Article VII. The Corporation may pay the amount of such
         reduction to the Trustee for the benefit of the Charitable Beneficiary.
         The Corporation shall have the right to accept such offer until the
         Trustee has sold the shares held in the Trust pursuant to Section
         7.3.4. Upon such a sale to the Corporation, the interest of the
         Charitable Beneficiary in the shares sold shall terminate and the
         Trustee shall distribute the net proceeds of the sale to the Prohibited
         Owner.
 
                  Section 7.3.6 Designation of Charitable Beneficiaries. By
         written notice to the Trustee, the Corporation shall designate one or
         more nonprofit organizations to be the Charitable Beneficiary of the
         interest in the Trust such that (i) the shares of Capital Stock held in
         the Trust would not violate the restrictions set forth in Section
         7.2.1(a) in the hands of such Charitable Beneficiary and (ii) each such
         organization must be described in Section 501(c)(3) of the Code and
         contributions to each such organization must be eligible for deduction
         under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code.
 
         Section 7.4 NYSE Transactions. Nothing in this Article VII shall
preclude the settlement of any transaction entered into through the facilities
of the NYSE or any other national securities exchange or automated inter-dealer
quotation system. The fact that the settlement of any transaction occurs shall
not negate the effect of any other provision of this Article VII and any
transferee in such a transaction shall be subject to all of the provisions and
limitations set forth in this Article VII.
 
         Section 7.5 Enforcement. The Corporation is authorized specifically to
seek equitable relief, including injunctive relief, to enforce the provisions of
this Article VII.
 
         Section 7.6 Non-Waiver. No delay or failure on the part of the
Corporation or the Board of Directors in exercising any right hereunder shall
operate as a waiver of any right of the Corporation or the Board of Directors,
as the case may be, except to the extent specifically waived in writing.
 
 
 
 
                                      -12-
<PAGE>
 
                                  ARTICLE VIII
                                   AMENDMENTS
 
         The Corporation reserves the right from time to time to make any
amendment to the Charter, now or hereafter authorized by law, including any
amendment altering the terms or contract rights, as expressly set forth in the
Charter, of any shares of outstanding stock. All rights and powers conferred by
the Charter on stockholders, directors and officers are granted subject to this
reservation. Except as otherwise provided in the Charter, any amendment to the
Charter shall be valid only if declared advisable by the Board of Directors and
approved by the affirmative vote of a majority of all the votes entitled to be
cast on the matter. However, any amendment to Section 5.8 or to this sentence of
the Charter shall be valid only if declared advisable by the Board of Directors
and approved by the affirmative vote of two-thirds of all the votes entitled to
be cast on the matter.
 
                                   ARTICLE IX
                             LIMITATION OF LIABILITY
 
         To the maximum extent that Maryland law in effect from time to time
permits limitation of the liability of directors and officers of a corporation,
no present or former director or officer of the Corporation shall be liable to
the Corporation or its stockholders for money damages. Neither the amendment nor
repeal of this Article IX, nor the adoption or amendment of any other provision
of the Charter or the Bylaws inconsistent with this Article IX, shall apply to
or affect in any respect the applicability of the preceding sentence with
respect to any act or failure to act which occurred prior to such amendment,
repeal or adoption.
 
         THIRD: The amendment to and restatement of the charter as hereinabove
set forth have been duly advised by the Board of Directors and approved by the
stockholders of the Corporation as required by law.
 
         FOURTH: The current address of the principal office of the Corporation
is as set forth in Article IV of the foregoing amendment and restatement of the
charter.
 
         FIFTH: The name and address of the Corporation's current resident agent
is as set forth in Article IV of the foregoing amendment and restatement of the
charter.
 
         SIXTH: The number of directors of the Corporation and the names of
those currently in office are as set forth in Article V of the foregoing
amendment and restatement of the charter.
 
 
         SEVENTH: The total number of shares of stock that the Corporation had
authority to issue immediately prior to this amendment and restatement was
250,000,000 shares consisting of 200,000,000 shares of Common Stock, $.01
par value per share, and 50,000,000 shares of Preferred Stock, $.01 par value
per share. The aggregate par value of all authorized shares of stock having par
value is $2,500,000.
 
 
 
         EIGHTH: The undersigned President acknowledges these Second Articles of
Amendment and Restatement to be the corporate act of the Corporation and as to
all matters or facts required to be verified under oath, the undersigned
President acknowledges that, to the best of his knowledge,
 
 
 
 
 
 
 
                                      -13-
<PAGE>
 
information and belief, these matters and facts are true in all material
respects and that this statement is made under the penalties for perjury.
 
         IN WITNESS WHEREOF, the Corporation has caused these Second Articles of
Amendment and Restatement to be signed in its name and on its behalf by its
President and attested to by its Secretary on this 8th day of December, 2004.
 
ATTEST:                                    EDUCATION REALTY TRUST, INC.
 
 
 
 /s/ Randall H. Brown                      By:  /s/ Paul O. Bower        (SEAL)
--------------------------------              ---------------------------
Randall H. Brown                              Paul O. Bower
Secretary                                     President
 
 
 
                                      -14-