S-3MEF

As filed with the Securities and Exchange Commission on April 17, 2008

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

FOR REGISTRATION UNDER
THE SECURITIES ACT OF 1933
OF CERTAIN REAL ESTATE COMPANIES

American Campus Communities, Inc.

(Exact Name of Registrant as Specified in Its Governing Instruments)

805 Las Cimas Parkway, Suite 400
Austin, TX 78746
(512) 732-1000
(Address, Including Zip Code and Telephone Number, Including Area Code,
of Registrant’s Principal Executive Offices)

William C. Bayless, Jr.
President and Chief Executive Officer
805 Las Cimas Parkway, Suite 400
Austin, TX 78746
(512) 732-1000
(Name, Address, Including Zip Code and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Bryan L. Goolsby
Toni Weinstein
Locke Lord Bissell & Liddell LLP
2200 Ross Avenue, Suite 2200
Dallas, TX 75201
Telephone: (214) 740-8000
Facsimile: (214) 740-8800 Edward F. Petrosky
J. Gerard Cummins
Sidley Austin LLP
787 Seventh Avenue
New York, NY 10019
Telephone: (212) 839-5300
Facsimile: (212) 839-5599

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

     If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

     If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. o

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement of the same offering. ý Registration No. 333-129131

     If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this form is a registration statement pursuant to General Instruction I.D or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

     If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated filer ý	Accelerated filer o
Non-accelerated filer o	Smaller reporting company o
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

	Proposed Maximum
Title of Each Class of	Aggregate Offering	Amount of
Securities To Be Registered	Price (1)	Registration Fee
Common Stock, par value $.01 per share	$5,000,000	$197

(1) Estimated pursuant to Rule 457(o) of the Securities Act of 1933, as amended. Includes shares that the underwriters have the option to purchase from us to cover over-allotments, if any.

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933.

EXPLANATORY NOTE

     This registration statement is being filed pursuant to Rule 462(b) and General Instruction IV of Form S-3, both as promulgated under the Securities Act of 1933, as amended, and includes the registration statement facing page, this page, the signature page, an exhibit index and the required opinion and consents. The contents of the Registration Statement on Form S-3 (Registration No. 333-129131), including the exhibits thereto, which was declared effective by the Securities and Exchange Commission on October 27, 2005, are incorporated by reference in this registration statement.

CERTIFICATION

     The Company hereby certifies to the Commission that (i) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank of St. Louis, Missouri as soon as practicable (but no later than the close of business on April 18, 2008), (ii) it will not revoke such instructions, (iii) it has sufficient funds in the relevant account to cover the amount of such filing fee, and (iv) it will confirm receipt of such instructions by its bank during regular business hours no later than April 18, 2008.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that the registrant meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on this 17^th day of April, 2008.

AMERICAN CAMPUS COMMUNITIES, INC.
By:	/s/ William C. Bayless, Jr.
	William C. Bayless, Jr.
	President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ William C. Bayless, Jr. William C. Bayless, Jr.	President, Chief Executive Officer and Director (Principal Executive Officer)	April 17, 2008
/s/ Brian B. Nickel Brian B. Nickel	Senior Executive Vice President, Chief Investment Officer and Secretary and Director	April 17, 2008
/s/ Jonathan Graf Jonathan Graf	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	April 17, 2008
/s/ R.D. Burck R.D. Burck	Chairman of the Board of Directors	April 17, 2008
/s/ G. Steven Dawson G. Steven Dawson	Director	April 17, 2008
/s/ Cydney Donnell Cydney Donnell	Director	April 17, 2008
/s/ Edward Lowenthal Edward Lowenthal	Director	April 17, 2008
/s/ Scott H. Rechler Scott H. Rechler	Director	April 17, 2008
/s/ Winston W. Walker Winston W. Walker	Director	April 17, 2008

EXHIBIT INDEX

Exhibit Number		Description
	5.1	Opinion of Locke Lord Bissell & Liddell LLP with respect to the legality of the securities being registered
	23.1	Consent of Ernst & Young LLP
	23.2	Consent of Locke Lord Bissell & Liddell LLP (included in Exhibit 5.1)

EX-5.1

2200 Ross Avenue, Suite 2200
Dallas, Texas 75201
Telephone: 214-740-8000
Fax: 214-740-8800
www.lockelord.com

EXHIBIT 5.1

April 17, 2008

American Campus Communities, Inc.
805 Las Cimas Parkway
Suite 400
Austin, TX 78746

Ladies and Gentlemen:

     We have acted as counsel to American Campus Communities, Inc., a Maryland corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-3 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under Rule 462(b) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), which incorporates by reference Registration Statement on Form S-3 (File No. 333-129131), filed by the Company with the Commission under the Securities Act, relating to the registration of up to $5,000,000 aggregate offering price of common stock, par value $.01 per share (the “Common Stock”).

     In connection with this opinion, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable in connection with this opinion, including, without limitation, resolutions of the Company’s board of directors adopted on April 17, 2008 (the “Resolutions”) and the proposed form of Underwriting Agreement between the Company and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and KeyBanc Capital Markets, Inc., as representatives of the several underwriters named therein (the “Underwriting Agreement”). In our examination we have assumed (without any independent investigation) the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, the authenticity of originals of such copies and the authenticity of telegraphic or telephonic confirmations of public officials and others. As to facts material to our opinion, we have relied upon (without any independent investigation) certificates or telegraphic or confirmations of public officials and certificates, documents, statements and other information of the Company or its representatives or officers.

     Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) the execution and delivery by the Company of the Underwriting Agreement, (ii) the effectiveness of the Registration Statement, (iii) the issuance of the Shares pursuant to the terms of the Underwriting Agreement, and (iv) the receipt by the Company of the consideration for the Shares authorized by the Resolutions and provided for in the Underwriting Agreement, the Shares will be validly issued, fully paid, and non-assessable.

     We express no opinion as to the laws of any jurisdiction other than the laws of the State of Texas, the federal laws of the United States of America and, to the extent relevant to the opinions expressed herein, the General Corporation Law of the State of Maryland (including the Maryland constitution and judicial decisions arising under such laws), and, accordingly, no opinion is expressed with respect to any matter that under any document relevant to or covered by this letter is purported to be governed by the laws of any other jurisdiction.

     We undertake no, and disclaim any, obligation to advise you of any change in or any new development that might affect any matters or opinions set forth herein.

American Campus Communities, Inc.
April 17, 2008
Page 2

     We consent to the reference to our Firm under the heading “Legal Matters” in the prospectus forming a part of the Registration Statement, and to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this opinion, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act.

Very truly yours, LOCKE LORD BISSELL & LIDDELL LLP
By:	/s/ Toni Weinstein
	Toni Weinstein

EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in the Registration Statement on Form S-3 filed under Rule 462(b), which incorporates by reference the Registration Statement on Form S-3 (Registration No. 333-129131) and related Prospectus of American Campus Communities, Inc. for the registration of shares of its common stock, and to the incorporation by reference therein of our reports dated March 12, 2008, with respect to the consolidated financial statements of American Campus Communities, Inc., and the effectiveness of internal control over financial reporting of American Campus Communities, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2007, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Austin, TX
April 16, 2008