Nominating/Governance Committee.    For the year ended December 31, 2006, the Nominating/Governance Committee (the ‘‘Nominating Committee’’) was composed of Mr. Brock (Chair) and Dr. Beason. The Board has determined that all of the members of the Nominating Committee are independent, as independence is defined under the NASDAQ Listing Standards. The Nominating Committee is responsible for establishing qualifications for potential directors and considering and recommending prospective candidates for Board membership. The Nominating Committee met twice during the year ended December 31, 2006.

The Nominating Committee has a written charter. The Nominating Committee charter will be made available to any person upon request without charge. Persons wishing to make such a request should contact Sonya G. Udler, Vice President – Corporate Communications, 1100 Wilson Blvd., Suite 2500, Arlington, VA 22209, (703) 247-2500. In addition, the Nominating Committee charter is available on the Corporation’s website, www.strayereducation.com.

The Nominating Committee considers many factors when considering candidates for the Board. The Nominating Committee strives for the Board to be comprised of directors with a variety of experience and backgrounds and who represent the interests of stockholders as a whole. Other important factors in Board composition include diversity in its truest sense, skill, specialized expertise, level of education and/or business experience, broad-based business acumen, and experience and understanding of strategy and policy-setting, as well as having a commitment to maintaining the high academic quality of Strayer University and maximizing stockholder value. The Nominating Committee also encourages all Board members to make an economic investment in the Corporation by purchasing shares directly. Depending upon the current needs of the Board, certain factors may be weighed more or less heavily by the Nominating Committee.

In considering candidates for the Board, the Nominating Committee considers the entirety of each candidate’s credentials and does not have any specific minimum qualifications that must be met by a Nominating Committee recommended nominee. However, the Nominating Committee does believe that all members of the Board should have the highest character and integrity; a reputation for working constructively with others; sufficient time to devote to Board matters; and no conflict of interest that would interfere with performance as a director. In addition, it is anticipated that the Board as a whole be able to operate in an atmosphere where the chemistry of the individuals is a key element.

The Nominating Committee does not evaluate candidates differently based on who has made the proposal. The Nominating Committee has the authority under its charter to hire and pay a fee to consultants or search firms to assist in the process of identifying and evaluating candidates. No such consultants or search firms have been used to date and, accordingly, no fees have been paid to consultants or search firms in the past fiscal year.

In considering persons to nominate for election as common stock directors, the Nominating Committee will entertain recommendations from common stockholders that are submitted in writing to the Corporation, provided that such common stockholders (i) beneficially own more than 5% of the Corporation’s common stock or (ii) have beneficially owned more than 1% of the Corporation’s common stock for at least one year. Stockholders meeting such criteria may recommend candidates for consideration by the Nominating Committee by writing to Gregory Ferenbach, Corporate Secretary, 1100 Wilson Blvd., Suite 2500, Arlington, VA 22209, giving the candidate’s name, contact information, biographical data and qualifications, as well as evidence that the stockholder satisfies the criteria set forth above. A written statement from the candidate consenting to be named as a candidate and, if nominated and elected, to serve as a director should accompany any such recommendation. All such recommendations will be treated confidentially and brought to the attention of the Nominating Committee.

Stockholders who wish to nominate a director for election at an annual meeting of the stockholders of the Corporation must also comply with the Corporation’s By-laws regarding stockholder proposals and nominations. See ‘‘Stockholder Proposals’’ contained in this proxy statement.

Attendance at Meetings and Director Independence

The Board of Directors met four times during 2006. Each Director attended at least 75% of the meetings of the Board and of the meetings of the Board Committees on which he or she served as a

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member in 2006. At each regularly scheduled meeting of the Board, the independent directors met in executive session. The Board’s Presiding Independent Director, currently Mr. Coulter, presides at these executive sessions. The Corporation strongly encourages all incumbent directors and director nominees to attend each annual meeting of stockholders. Nine incumbent directors attended the Corporation’s last annual meeting of stockholders held on May 3, 2006.

The Board of Directors consists of a majority of independent directors, as independence is defined under the NASDAQ Listing Standards. The Board of Directors has determined that all members of the Board of Directors, except for Mr. Silberman, are independent under these standards.

Code of Business Conduct

The Board of Directors adopted a Code of Business Conduct in February 2004, meeting the requirements of Section 406 of the Sarbanes-Oxley Act of 2002 and applicable NASDAQ requirements. The Corporation will provide to any person without charge, upon request, a copy of such Code of Business Conduct. Persons wishing to make such a request should contact Sonya G. Udler, Vice President – Corporate Communications, 1100 Wilson Blvd., Suite 2500, Arlington, VA 22209, (703) 247-2500. In addition, the Code of Business Conduct is available on the corporate website, www.strayereducation.com. In the event that the Corporation makes any amendment to, or grants any waiver from, a provision of the Code of Business Conduct that applies to the Corporation’s principal executive officer, principal financial officer, principal accounting officer, controller or certain other senior officers and requires disclosure under applicable SEC rules, the Corporation intends to disclose such amendment or waiver and the reasons for the amendment or waiver on the Corporation’s website, located at www.strayereducation.com and, as required by NASDAQ, file a Current Report on Form 8-K with the SEC reporting the amendment or waiver.

Stockholder Communication with Directors

The Corporation has a process for stockholders to send communications to the Board of Directors. Any stockholder that wishes to communicate with the Board of Directors may do so by submitting correspondence in writing to the Board, in care of Gregory Ferenbach, Corporate Secretary, 1100 Wilson Blvd., Suite 2500, Arlington, VA 22209. The mailing envelope must contain a clear notation indicating that the enclosed letter is a ‘‘Stockholder-Board Communication.’’ All such letters must identify the author as a stockholder. All correspondence from stockholders that (i) beneficially own more than 5% of the Corporation’s common stock or (ii) have beneficially owned more than 1% of the Corporation’s common stock for at least one year will be forwarded to the Board. Stockholder-Board communications from all other stockholders will be reviewed by the Chief Executive Officer and the Secretary of the Corporation who will forward all appropriate communications to the Board.

Section 16(a) Beneficial Ownership Reporting Compliance

The 1934 Act requires the Corporation’s directors, executive officers and 10% stockholders to file reports of beneficial ownership of equity securities of the Corporation and to furnish copies of such reports to the Corporation. Based on a review of such reports, and upon written representations from certain reporting persons, the Corporation believes that, during the fiscal year ended December 31, 2006, all such filing requirements were met.

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BENEFICIAL OWNERSHIP OF COMMON STOCK

The following table sets forth certain information regarding the ownership of the Corporation’s common stock as of March 6, 2007 (except as otherwise indicated), by each person known by management of the Corporation to be the beneficial owner of more than five percent (5%) of the outstanding shares of the Corporation’s common stock, each of the Corporation’s directors, its CEO and four other named executive officers and all executive officers and directors as a group. The information presented in the table is based upon the most recent filings with the SEC by those persons or upon information otherwise provided by those persons to the Corporation. The percentages reflected in the table for each beneficial owner are calculated based on the number of shares of common stock outstanding on the record date plus those common stock equivalents and exercisable options held by the applicable beneficial owner.

Name of Beneficial Owner			Common Stock Beneficially Owned						Options Currently Exercisable or Exercisable within 60 Days						Total						Percentage Owned
Stockholders:
Baron Capital Group, Inc.(a)					1,433,700						0						1,433,700						9.8	%
AXA Financial, Inc.(b)					944,097						0						944,097						6.5	%
Morgan Stanley(c)					941,962						0						941,962						6.5	%
Maverick Capital, Ltd.(d)					906,553						0						906,553						6.2	%
Wasatch Advisors, Inc.(e)					820,970						0						820,970						5.6	%
Directors:
Robert S. Silberman(f)					137,716						200,000						337,716						2.3	%
Dr. Charlotte F. Beason					3,837						0						3,837							*
William E. Brock					387						10,000						10,387							*
David A. Coulter					763						10,000						10,763							*
Gary Gensler					3,387						10,000						13,387							*
Robert R. Grusky					983						0						983							*
Robert L. Johnson					6,104						6,667						12,771							*
Todd A. Milano					11,381						0						11,381							*
G. Thomas Waite, III					3,515						0						3,515							*
J. David Wargo					387						0						387							*
Executive Officers:
Karl McDonnell(g)					21,498						0						21,498							*
Mark C. Brown(h)					5,232						24,583						29,815							*
Lysa A. Hlavinka(i)					9,657						0						9,657							*
Gregory Ferenbach(j)					7,691						0						7,691							*
All Executive Officers and Directors (23 persons)					239,186						326,117						565,303						3.8	%

*	represents amounts less than 1%

(a)	Based on a Schedule 13G/A filed with the SEC on February 14, 2007. Baron Capital Group, Inc. and BAMCO, Inc. are investment advisers with respect to these shares for the accounts of other persons who have the right to receive, and the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of common stock. The address is: 767 Fifth Avenue, New York, NY 10153.

(b)	Based on a Schedule 13G filed with the SEC on February 14, 2007. AXA Financial, Inc. is the parent corporation of Alliance Capital Management, L.P. and AXA Equitable Life Insurance Company, the entities that own the shares reported pursuant to the Schedule 13G. The address is: 1290 Avenue of the Americas, New York, NY 10104.

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(c)	Based on a Schedule 13G/A filed with the SEC on February 15, 2007. Morgan Stanley is filing solely in its capacity as the parent company of, and indirect beneficial owner of securities held by, one of its business units. The address is: 1585 Broadway Avenue, New York, NY 10036.

(d)

Based on a Schedule 13G filed with the SEC on February 14, 2007. Maverick Capital, Ltd. is an investment advisor registered under Section 203 of the Investment Advisors Act of 1940 and, as such, has beneficial ownership of the shares reported pursuant to the Schedule 13G through the investment discretion it exercises over its clients’ accounts. The address is: 300 Crescent Court, 18th Floor, Dallas, TX 75201.

(e)

Based on a Schedule 13G/A filed with the SEC on February 14, 2007. Wasatch Advisors, Inc. is an investment advisor registered under Section 203 of the Investment Advisors Act of 1940 and, as such, has beneficial ownership of the shares reported pursuant to the Schedule 13G through the investment discretion it exercises over its clients’ accounts. The address is: 150 Social Hall Avenue, Salt Lake City, UT 84111.

(f)	Includes 131,478 restricted shares which were granted on February 14, 2006 and which vest 100% on December 1, 2008, subject to the satisfaction of certain performance criteria. Mr. Silberman has the right to vote these shares and receive cash dividends thereon during the restriction period.

(g)

Includes 20,192 restricted shares which were granted on July 25, 2006 and which vest 100% on July 25, 2010, subject to the satisfaction of certain performance criteria. The amount also includes 1,056 restricted shares which were granted on February 13, 2007 and which vest 100% on February 13, 2010. Mr. McDonnell has the right to vote these shares and receive cash dividends thereon during the restriction periods.

(h)	Includes 3,518 restricted shares which were granted on February 13, 2007 and which vest 100% on February 13, 2010. Mr. Brown has the right to votes these shares and receive cash dividends thereon during the restriction period.

(i)	Includes 7,500 restricted shares which were granted on February 14, 2006 and which vest 100% on February 14, 2010. The amount also includes 1,583 restricted shares which were granted on February 13, 2007 and which vest 100% on February 13, 2010. Ms. Hlavinka has the right to vote these shares and receive cash dividends thereon during the restriction periods.

(j)	These are all restricted shares – 2,684 shares which vest 100% on February 10, 2008; 3,424 shares which vest 100% on February 15, 2009; and 1,583 shares which vest 100% on February 13, 2010. Mr. Ferenbach has the right to vote these shares and receive cash dividends thereon during the restriction periods.

Compensation Discussion and Analysis

Compensation Policies and Objectives

1.	The Corporation believes that compensation of the Corporation’s key executives should be sufficient to attract and retain highly qualified and productive personnel, as well as to enhance productivity and encourage and reward superior performance.

2.	It is the policy of the Corporation that the three primary components of the Corporation’s total compensation package (salary, bonus, and equity grants) will be considered in the aggregate in determining the amount of any one component.

3.	The Corporation seeks to reward achievement of specific long and short-term individual and corporate performance goals by authorizing annual cash bonuses.

4.	The Corporation believes that it should make both initial equity grants to key executive officers upon their commencement of employment, and that it should, subject to achievement of certain financial, operational, and individual objectives, make additional annual equity grants in order to retain, motivate, and align the interests of those key executive officers with stockholders.

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5.

The criteria used for assessing executive performance in any year is first based on the Corporation meeting certain financial targets and other performance criteria set by the Board within criteria approved by the shareholders at the Corporation’s Annual Meeting on May 3, 2006. The Compensation Committee then exercises its judgment regarding the performance of executive officers against individual performance goals approved by the Board within criteria approved by the shareholders at the Corporation’s Annual Meeting on May 3, 2006.

6.	The Corporation’s guiding principles are focused on encouraging officers and directors to think like owners. To this end, the Corporation recommends:

	i.	Senior officers purchase outright in the market and hold during their term of employment a meaningful number of common shares; and

	ii.	Senior officers hold at least 75% of any granted stock options without exercise during the term of the stock options.

7.

The Corporation believes that annual grants of restricted stock are generally preferable as an equity compensation vehicle and more suited to our long-term business model than larger sporadic grants of stock options. This is so because shares of restricted stock have an intrinsic value when granted (as opposed to options) and therefore, the employee holding restricted stock shares a downside risk to such value with other owners of the Corporation’s common stock.

8.

Although the Compensation Committee generally reviews publicly available industry data when reviewing annual compensation, the Compensation Committee does not specifically use companies in the same industry as the basis for establishing the compensation of the Corporation’s executive officers nor does the Compensation Committee peg salary levels to any given quartile in our industry or other industries. Instead, the Compensation Committee attempts to make reasoned judgments of compensation levels for executives as influenced by all relevant market forces.

Who Determines Compensation?

In accordance with the Compensation Committee charter, compensation for the Corporation’s CEO is determined by the Compensation Committee subject to approval of the Corporation’s Board of Directors (excluding the CEO, who is also a Director). In making its determination on CEO compensation, the Compensation Committee reviews a number of factors, including but not limited to:

	i.	The Corporation’s achievement of annual goals and objectives set by the full Board of Directors in the preceding year,

	ii.	Short term and long term performance of the Corporation, and

	iii.	Executive compensation level at comparable companies.

For the other named executive officers, the Compensation Committee reviews, approves, and recommends to the full Board compensation based on:

	i.	Performance of the executive officers in light of relevant goals and objectives approved by the Compensation Committee,

	ii.	Short term and long term performance of the Corporation,

	iii.	Executive compensation level at comparable companies, and

	iv.	The recommendations of the CEO.

The Compensation Committee meets from time to time during the year as may be required to address compensation and equity grant issues associated with new officer hires and director appointments, as well as, if applicable, making equity grants as long-term compensation and making other determinations or recommendations with respect to employee benefit plans and related matters. The Committee meets in February of each year when audited year-end financial statements are available, to consider bonuses with respect to the just completed fiscal year, consider equity awards, and determine executive officer salaries with respect to the next fiscal year.

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Identification and Analysis of Compensation Programs

During 2006, the Corporation’s executive compensation included salary, bonus and long-term compensation in the form of restricted stock awarded under the Corporation’s Stock Option Plan.

	•	Salary – Salaries for executives other than the CEO are reviewed, approved, and recommended to the full Board annually by the Compensation Committee upon recommendation of the CEO. The CEO’s salary is specified in his employment agreement (see ‘‘Employment Agreements, Change in Control Agreements and Severance Plans’’ section below), and is annually reviewed and approved by the Compensation Committee and the full Board of Directors.

	•	Bonus – Payment of an annual cash bonus to executives is at the discretion of the Compensation Committee. It is designed to compensate executives for superior performance against both consolidated corporate financial targets set by the Board, as well as meritorious individual efforts. The corporate financial targets are reviewed and approved by the Board of Directors in the fourth quarter of the preceding year. In order to determine whether a bonus will be paid, the Compensation Committee first evaluates whether a required minimum level of performance has been achieved against the corporate financial targets. These financial targets are confidential. The Corporation believes the achievement of them is realistic but not certain. Provided that the minimum level has been achieved, the Compensation Committee then decides the amount of the individual bonuses, if any, based on the awardee’s personal performance against individual goals. The target bonus for Senior Vice Presidents and above is 75% of salary, and for Vice Presidents, 40% of salary. Only corporate officers are eligible for cash bonuses. See ‘‘Summary Compensation’’ and ‘‘Narrative Disclosure to Summary Compensation Table and Grants of Plan-based Awards Table’’ for more information regarding bonuses awarded for 2006.

	•	Equity-based Compensation Programs – The Company believes it should make both initial equity grants to key executive officers upon their commencement of employment, and that it should, subject to achievement of certain financial, operational, and individual objectives, make additional annual equity grants in order to retain, motivate, and align the interests of those key executive officers with stockholders. The Corporation has determined that the equity grant portion of executive compensation is generally preferable to be made in the form of restricted stock rather than stock options because shares of restricted stock have an intrinsic value when granted (as opposed to options) and therefore the employee holding restricted stock shares a downside risk to such value with other owners of the Corporation’s common stock and this form of equity compensation is more suited to our long-term business model. Equity awards are generally issued on the date of the February Board of Directors Meeting each year, by which time the financial results for the preceding year have been finalized. For all stock-based grants, the closing price of the Corporation’s common stock on the date of issue is used as the grant price. Beginning in March 2006, the Corporation began paying a quarterly cash dividend to all holders of vested, unexercised stock options on the same date and in the same amount as the Corporation’s quarterly common stock dividend to encourage executives and directors to hold such options, and therefore better aligning their interests with those of the Corporation. In February 2006, the Corporation’s Board of Directors determined that grants of equity for executive compensation on an annual basis should not exceed 0.5% of total shares outstanding assuming no share repurchases. See ‘‘Summary Compensation’’ and ‘‘Narrative Disclosure to Summary Compensation Table and Grants of Plan-based Awards Table’’ for more information regarding equity-based awards.

	•	Perquisites and Other Personal Benefits – The Corporation does not offer any perquisites except for reimbursement of relocation expenses including tax gross-ups, when applicable. This perquisite is offered to any named executive officer hired from a different location to encourage prospective executives to relocate.

	•	Employment Agreements, Change in Control Agreements, and Severance Plans – Robert S. Silberman, the Corporation’s Chairman and Chief Executive Officer, has an employment agreement with the Corporation which had an initial term of approximately three years (ending on December 31, 2004), and thereafter, automatically extends for successive one-year periods

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		unless either the Corporation or Mr. Silberman provide timely notice to the contrary. Mr. Silberman’s employment agreement currently provides for a base salary of $630,000 per annum (subject to annual increases for at least cost of living adjustments which Mr. Silberman waived in 2006). Mr. Silberman is also eligible to receive a target award of at least 75% of base salary, in the form of a bonus for each of the fiscal years during which he is employed, upon meeting certain individual, corporate and financial goals annually approved by the Board. In the event of termination without cause, the employment contract also provides for the payment of three years base salary, three years of medical benefits and, if such termination is in connection with a change of control, an amount equal to three times the latest annual bonus award made to him under the agreement prior to the event of termination without cause. In addition, Mr. Silberman is entitled to a gross-up payment for any excise taxes which may be imposed on termination payments. Mr. Silberman is the only named executive officer who has an employment agreement.

	•	Retirement and Deferred Compensation Plans – The Corporation maintains a retirement plan (the ‘‘401(k) Plan’’) intended to qualify under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended. The 401(k) Plan is a defined contribution plan that covers all full-time employees of the Corporation of at least 21 years of age. Effective January 1, 2007, employees may contribute up to $15,500 of their annual wages (subject to an annual limit prescribed by the Internal Revenue Code) as pretax, salary deferral contributions. The Corporation, in its discretion, matches employee contributions up to a maximum authorized amount under the plan. In 2006, the Corporation matched 100% of employee deferrals up to a maximum of 3% of the employee’s annual salary. Beginning in 2007, the Corporation will also match an additional 50% of employee contributions for deferrals between 3% and 5% of annual salary. The Corporation offers this plan to enable and encourage its employees to save for their retirement in a tax advantageous way. The Corporation also maintains an Employee Stock Purchase Plan (the ‘‘Employee Purchase Plan’’). The purpose of the Employee Purchase Plan is to enable eligible full-time employees of the Corporation, through payroll deductions, to purchase shares of its common stock at a 10% discount from the prevailing market price from time to time. The Corporation offers this plan to encourage stock ownership by its employees.

Impact of Tax and Accounting Treatment

Under Section 162(m) of the Internal Revenue Code of 1986, as amended and applicable Treasury regulations, no deduction is allowed for annual compensation in excess of $1 million paid by a publicly traded corporation to its chief executive officer and four other most highly compensated officers. Under those provisions, however, there is no limitation on the deductibility of ‘‘qualified performance-based compensation.’’ In general, the Corporation’s policy is to maximize the extent of tax deductibility of executive compensation under the provisions of Section 162(m) so long as doing so is compatible with its determination as to the most appropriate methods and approaches for the design and delivery of compensation to the Corporation’s executive officers.

Stock Ownership and Retention Guidelines

The Corporation’s guiding principles are focused on encouraging officers and directors to think like owners. To this end, the Corporation recommends:

	i.	Senior officers purchase outright in the market and hold during their term of employment a meaningful number of common shares;

	ii.	Senior officers hold at least 75% of any granted stock options without exercise during the term of the stock options; and

	iii.	Board members purchase common shares outright in the market and hold these during their term of service on the Board.

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Summary Compensation

The following table sets forth all compensation awarded to the Corporation’s named executive officers for the fiscal years ended December 31, 2004, 2005 and 2006.

Summary Compensation Table^(h)

			Year						Salary						Bonus						Stock Awards						Option Awards(b)						All Other Compen- sation(g)						Total
Robert S. Silberman					2006					$	600,000					$	500,000					$	3,515,000	(c)				$	1,123,000					$	571,295					$	6,309,295
Chairman & CEO					2005					$	600,000					$	350,000					$	—					$	1,614,000					$	6,300					$	2,570,300
					2004					$	445,000					$	750,000					$	—					$	1,151,000					$	4,000					$	2,350,000
Karl McDonnell(a)					2006					$	118,000					$	100,000					$	218,000	(d)				$	—					$	95,145					$	531,145
President & COO					2005				N/A						N/A						N/A						N/A						N/A						N/A
					2004				N/A						N/A						N/A						N/A						N/A						N/A
Mark C. Brown					2006					$	226,000					$	175,000					$	—					$	272,000					$	90,544					$	763,544
Senior VP & CFO					2005					$	220,000					$	165,000					$	—					$	301,000					$	6,200					$	692,200
					2004					$	198,500					$	250,000					$	—					$	374,000					$	3,970					$	826,470
Lysa A. Hlavinka					2006					$	181,000					$	130,000					$	150,000	(e)				$	288,000					$	25,673					$	774,673
Senior VP-Marketing					2005					$	175,000					$	130,000					$	—					$	362,000					$	5,250					$	672,250
and Administration					2004					$	134,750					$	135,000					$	—					$	194,000					$	2,695					$	466,445
Gregory Ferenbach					2006					$	186,000					$	70,000					$	122,000	(f)				$	100,000	(f)				$	9,045					$	487,045
Senior VP-General					2005					$	180,000				N/A							$	—					$	209,000					$	5,429					$	394,429
Counsel					2004					$	157,500				N/A							$	—					$	103,000					$	—					$	260,500

(a)	Mr. McDonnell was hired in July 2006.

(b)

On January 1, 2006, the Corporation adopted FAS 123(R), Share-based Payment, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors. The Corporation used the modified prospective transition method under the rule, which requires the application of the accounting standard as of January 1, 2006. Although the Corporation’s financial statements were not restated for prior periods, the pro forma amounts of compensation expense for 2004 and 2005 are included in the table above for comparability purposes. No new stock option awards were granted in 2006. All amounts recorded in 2006 relate to awards made in prior years. The Corporation used the Black Scholes option pricing model to estimate fair value as of the date of each stock option grant. The assumptions used for each year’s stock option awards are included in the ‘‘Significant Accounting Policies’’ section in the notes to the consolidated financial statements in the Corporation’s Annual Report on Form 10-K for the years ended December 31, 2002, 2003, 2004, and 2005.

(c)

On February 14, 2006, Mr. Silberman was granted 131,478 restricted common shares which vest 100% on December 1, 2008, subject to the satisfaction of certain performance criteria relating to the achievement of cumulative annual growth rates in revenue, net income and earnings per share over the restriction period and maintenance of regional accreditation. The actual performance criteria are confidential. The Corporation believes the achievement of them is realistic but not certain. Expensing of these shares commenced following stockholder approval of a plan amendment at the Annual Meeting of stockholders on May 3, 2006. The closing price of the Corporation’s common stock was $103.60 on that day. Mr. Silberman has the right to vote these shares and receive cash dividends thereon during the restriction period.

(d)

On July 25, 2006 (when the closing price of the common stock was $ 99.05 per share), Mr. McDonnell was granted 20,192 restricted common shares which vest 100% on July 25, 2010, subject to the satisfaction of certain performance criteria relating to the achievement of cumulative annual growth rates in revenue, net income, and earnings per share over the restriction period and maintenance of regional accreditation. The actual performance criteria are confidential. The Corporation believes

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	the achievement of them is realistic but not certain. Mr. McDonnell has the right to vote these shares and receive cash dividends thereon during the restriction period.

(e)	On February 14, 2006 (when the closing price of the common stock was $91.27 per share), Ms. Hlavinka was granted 7,500 restricted common shares which vest 100% on February 14, 2010. Ms. Hlavinka has the right to vote these shares and receive cash dividends thereon during the restriction period.

(f)

On June 13, 2006, Mr. Ferenbach was granted 6,108 restricted common shares pursuant to a one-time offer to exchange 20,000 stock options. This one-time exchange offer was approved by the Corporation’s stockholders at the 2006 Annual Meeting on May 3, 2006. This exchange offer excluded the five highest compensated officers, which did not include Mr. Ferenbach at that time. Of the 20,000 stock options Mr. Ferenbach exchanged, 10,000 were granted on February 10, 2004, had a grant date fair value of $473,000 and were exchanged for 2,684 restricted shares which vest on February 10, 2008. The other 10,000 stock options were granted on February 15, 2005, had a grant date fair value of $414,000 and were exchanged for 3,424 restricted shares which vest on February 15, 2009. The fair value of the restricted shares issued to Mr. Ferenbach was equivalent to the fair value of the stock options he exchanged.

(g)	All Other Compensation is comprised of dividends paid on unexercised vested stock options, dividends on unvested restricted stock, the Corporation’s match of contributions to a 401(k) plan, and relocation expenses and related tax gross-ups. The table below sets forth this information by named executive officer for the fiscal years ended December 31, 2004, 2005, and 2006.

(h)	The Corporation does not have a non-equity incentive plan, a pension plan or a non-qualified deferred compensation plan and, therefore, the columns related to these plans are excluded from the table.

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Supplemental All Other Compensation Table

									Dividends on
			Year						Vested, Unexercised Stock Options						Unvested Restricted Stock						Corporation’s 401(k) Match						Relocation Expenses and Tax Gross-up						Total All Other Compensation
Robert S. Silberman					2006					$	425,000					$	139,695					$	6,600					$	—					$	571,295
Chairman & CEO					2005					$	—					$	—					$	6,300					$	—					$	6,300
					2004					$	—					$	—					$	4,000					$	—					$	4,000
Karl McDonnell					2006					$	—					$	11,358					$	—					$	83,787	(a)				$	95,145
President & COO					2005						N/A						N/A						N/A						N/A						N/A
					2004						N/A						N/A						N/A						N/A						N/A
Mark C. Brown					2006					$	84,244					$	—					$	6,300					$	—					$	90,544
Senior VP & CFO					2005					$	—					$	—					$	6,200					$	—					$	6,200
					2004					$	—					$	—					$	3,970					$	—					$	3,970
Lysa A. Hlavinka					2006					$	12,500					$	7,969					$	5,204					$	—					$	25,673
Senior VP-Marketing & Admin					2005					$	—					$	—					$	5,250					$	—					$	5,250
					2004					$	—					$	—					$	2,695					$	—					$	2,695
Gregory Ferenbach					2006					$	—					$	3,436					$	5,609					$	—					$	9,045
Senior VP-General Counsel					2005					$	—					$	—					$	5,429					$	—					$	5,429
					2004					$	—					$	—					$	—					$	—					$	—

(a)	Mr. McDonnell received $83,787 in 2006 related to his relocation, $54,294 of which was for relocation expenses and $29,493 of which was for tax gross-ups.

Grants of Plan-Based Awards

The following table sets forth grants of plan-based awards to the Corporation’s named executive officers for the fiscal year ended December 31, 2006.

Grants of Plan-Based Awards Table^(f)

Name

Grant Date

All Stock Awards: Number of Shares of Stock or Units(e) (#)

Grant Date Fair Value of Stock Awards(e) ($)

Robert S. Silberman,

2/14/06

131,478

13,621,000

Chairman & CEO(a)

Karl McDonnell,

7/25/06

20,192

2,000,000

President & COO(b)

Mark C. Brown,

—

—

—

Senior VP & CFO

Lysa A. Hlavinka,

2/14/06

7,500

685,000

Senior VP Marketing & Administration(c)

Gregory Ferenbach,

6/13/06

2,684

See Note(d)

Senior VP & General Counsel(d)

6/13/06

3,424

See Note(d)

(a)	See footnote (c) to Summary Compensation Table above for details of this stock award.

(b)	See footnote (d) to Summary Compensation Table above for details of this stock award.

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(c)	See footnote (e) to Summary Compensation Table above for details of this stock award.

(d)	See footnote (f) to Summary Compensation Table above for details of these stock awards.

(e)

In February 2007, the following awards of restricted stock, which are not reflected in the table above, were granted to the Corporation’s named executive officers: Karl McDonnell – 1,056 shares; Mark Brown – 3,518 shares; Lysa Hlavinka – 1,583 shares; and Gregory Ferenbach – 1,583 shares. These awards vest 100% on February 13, 2010. The Corporation’s closing price of common stock was $113.72 on the date of these awards.

(f)	The Corporation did not grant any stock options in 2006 and, therefore, the columns related to stock option grants are excluded from the table.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-based Awards Table

It is the policy of the Corporation that the three primary components of the Corporation’s total compensation package (salary, bonus, and equity grants) will be considered in the aggregate in determining the amount of any one component. With regard to 2006, the Board of Directors and the Compensation Committee did consider the three primary components of total compensation in the aggregate in determining the amount of any one component.

In reviewing and recommending the named executive officers’ total compensation, the Compensation Committee first confirmed that the Corporation met its annual corporate goals, including maintaining the strictest compliance with all regulatory, legal and ethical business standards. The Compensation Committee then noted the Corporation’s superior growth in revenue, operating income, net income and earnings per share during 2006, as well as its sector-leading operating margins, return on invested capital, and academic performance. The Compensation Committee noted the strong performance of the Company relative to its quoted peer group. The Compensation Committee also took into account the performance of the Corporation’s main operating asset, Strayer University, in terms of advances in faculty hiring and qualifications, expansion of campus network, and increase in learning outcomes and graduation rates.

In June 2006, 32,765 shares of restricted stock were granted to employees in exchange for 105,000 stock options pursuant to a one-time exchange offer approved by our shareholders on May 3, 2006. This offer excluded the five highest compensated executive officers. Mr. Ferenbach, who is now considered a named executive officer, was not among the five highest compensated executive officers at that time, and as a result, chose to participate in this exchange offer. The fair value of the restricted shares issued to Mr. Ferenbach was equivalent to the fair value of the stock options he exchanged. See ‘‘Grants of Plan-Based Awards’’ section above for more information regarding Mr. Ferenbach’s exchange and see the Corporation’s 2006 Proxy Statement for more information regarding this exchange offer in general.

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Outstanding Equity Awards at Fiscal Year-End

The following tables set forth outstanding option and stock awards of the Corporation’s named executive officers as of December 31, 2006.

Outstanding Option Awards Table

Name			Number of Securities Underlying Unexercised Options (#) Exercisable						Number of Securities Underlying Unexercised Options (#) Unexercisable						Option Grant Date						Option Exercise Price ($)						Option Full Vesting Date(a)						Option Expiration Date
Robert S. Silberman,					300,000						—						4/6/01					$	33.69						4/6/04						4/5/08
Chairman & CEO					100,000						—						2/12/03					$	53.61						2/12/06						2/11/09
					—						100,000						2/15/05					$	107.28						2/15/09						2/14/13
Karl McDonnell,					—						—						—						—						—						—
President & COO
Mark C. Brown,					64,583						—						7/3/01					$	47.44						7/3/04						7/2/08
Senior VP & CFO					10,000						—						2/12/03					$	53.61						2/12/06						2/11/09
					—						25,417						2/15/05					$	107.28						2/15/09						2/14/13
Lysa A. Hlavinka,					—						10,000						5/11/04					$	119.72						5/11/08						5/10/12
Senior VP Marketing & Administration					—						15,000						2/15/05					$	107.28						2/15/09						2/14/13
Gregory Ferenbach,					—						—						—						—						—						—
Senior VP & General Counsel

(a)    All unvested stock options vest 100% on the dates indicated.

Outstanding Stock Awards Table^(a)

Name			Restricted Stock Award Date						Number of Shares or Units of Stock That Have Not Vested (#)						Market Value of Shares or Units of Stock That Have Not Vested ($)						Restricted Stock Vesting Date
Robert S. Silberman, Chairman & CEO					2/14/06						131,478					$	13,943,000						12/1/08
Karl McDonnell, President & COO					7/26/06						20,192					$	2,141,000						7/25/10
Mark C. Brown, Senior VP & CFO					—						—						—						—
Lysa A. Hlavinka, Senior VP Marketing & Administration			2/14/06								7,500					$	795,000				2/13/10
Gregory Ferenbach,			6/13/06								2,684					$	285,000				2/10/08
Senior VP & General Counsel			6/13/06								3,424					$	363,000				2/15/09

(a)	See Summary Compensation Table above for details of these stock awards.

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Options Exercised and Restricted Stock Vested

The following table sets forth the value and share amounts realized during the fiscal year ended December 31, 2006 upon the exercise of stock options and vesting of stock awards for the Corporation’s named executive officers.

Options Exercised and Restricted Stock Vested Table

			Options Exercised												Restricted Stock Vested
Name			Number of Shares Acquired on Exercise (#)						Value Realized on Exercise ($)						Number of Shares Acquired on Vesting (#)						Value Realized on Vesting ($)
Robert S. Silberman, Chairman & CEO					—						—						—						—
Karl McDonnell, President & COO					—						—						—						—
Mark C. Brown, Senior VP & CFO					10,000					$	547,950						—						—
Lysa A. Hlavinka, Senior VP Marketing & Administration					25,000					$	1,558,864						—						—
Gregory Ferenbach, Senior VP & General Counsel					—						—						—						—

Pension Benefits

The Corporation does not have a pension plan.

Nonqualified Deferred Compensation

The Corporation does not have any nonqualified deferred compensation plans.

Potential Payments upon Termination or Change in Control

Mr. Silberman is the only named executive officer with an employment contract. In the event that Mr. Silberman is terminated by the Corporation without cause, he is entitled to receive a lump sum payment of three years salary, which is currently equal to $1.9 million. If such termination is in connection with a change of control, Mr. Silberman is entitled to receive a lump sum payment of an additional amount equal to three times his latest bonus award of $500,000 for a total payout of $3.4 million. In addition, Mr. Silberman is entitled to three years of medical benefits and to a gross-up payment for any excise taxes which may be imposed on termination payments. The agreement also contains covenants restricting Mr. Silberman from competing with the Corporation for three years after his termination of employment and requires Mr. Silberman to keep confidential the Corporation’s proprietary information.

For all named executive officers, stock options and restricted stock awards vest immediately upon the occurrence of a change in control of the Corporation. See ‘‘Outstanding Equity Awards at Fiscal Year-end’’ tables above for valuation of the acceleration that would have been made for stock-based awards had there been a change in control at the closing price of $106.05 of the Corporation’s common stock at December 31, 2006.

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Director Compensation

The following table sets forth compensation for each director for the fiscal year ended December 31, 2006.

Director Compensation Table^(h),(i)

Name			Fees Earned or Paid in Cash ($)						Stock Awards ($)						Option Awards ($)						All Other Compensation(f) ($)						Total ($)
Robert S. Silberman,					—						—						—						—						—
Chairman & CEO(a)
Dr. Charlotte F. Beason,					34,000				15,610(b)								—						412						50,022
Director
William E. Brock,					34,000				15,610(b)								—						11,037						60,647
Director
David A. Coulter,					4,750				30,758(c)								—						11,436						46,944
Director
Gary Gensler,					37,000				15,610(b)								—						11,037						63,647
Director
Robert R. Grusky,					29,500				19,482(d)								—						514						49,496
Director
Robert L. Johnson,					4,750				30,758(c)								32,000	(g)					7,723						75,231
Director
Todd A. Milano,					20,600				27,732(e)								—						731						49,063
Director
G. Thomas Waite, III,					37,000				15,610(b)								—						412						53,022
Director
J. David Wargo,					34,000				15,610(b)								—						412						50,022
Director

(a)	Mr. Silberman receives no compensation for serving as a member of the Corporation’s Board of Directors.

(b)	Grant date (May 3, 2006) fair value of stock awards was $40,000 ($103.60 per share).

(c)	Grant date (May 3, 2006) fair value of stock awards was $79,000 ($103.60 per share).

(d)	Grant date (May 3, 2006) fair value of stock awards was $50,000 ($103.60 per share).

(e)	Grant date (May 3, 2006) fair value of stock awards was $71,200 ($103.60 per share).

(f)	All Other Compensation is comprised of dividends on unexercised, vested stock options and dividends on unvested restricted stock.

(g)	No new stock option awards were granted to Mr. Johnson in 2006. This amount represents stock-based compensation expense recorded by the Corporation in 2006 pursuant to its adoption of FAS 123(R) for stock options granted to him in 2003.

(h)	The Corporation does not have a non-equity incentive plan, a pension plan, or a non-qualified deferred compensation plan and, therefore, the columns related to these plans are excluded from the table.

(i)	The number of stock option and restricted stock awards held by each director as of December 31, 2006 are included in the ‘‘Nominees for Common Stock Directors’’ table in Proposal 1 above.

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	Although the information in that table is as of March 6, 2007, there were no changes to the stock option and restricted stock awards held by each director between December 31, 2006 and March 6, 2007.

Directors who are employees receive no additional compensation for serving as directors. All directors are reimbursed for expenses incurred in connection with their attendance at Board and Committee meetings. Up until May 3, 2006, non-employee directors received $4,000 in cash compensation for each regular Board of Directors meeting attended ($16,000 per year). Prior to 2006, at the time of joining the Board, all new directors were granted options to purchase up to 10,000 shares of common stock pursuant to a mechanical pricing formula resulting in an exercise price set at a premium equal to the risk free rate of return above the then current market price. The options had a three year graded-vesting period and a seven year expiry. Messrs. Grusky and Wargo elected not to receive cash or option compensation for serving on the Board as preferred stock directors in 2001-2004.

After a review of non-employee director’s compensation generally, and within the for-profit education industry specifically, the Nominating and Governance Committee proposed and, the full Board approved on May 3, 2006, a change to the director’s compensation as follows:

	•	Annual Retainer.    Each eligible director is paid an annual fee of $80,000 in quarterly installments. Of this amount, 50% (or $40,000) of the annual fee is paid in cash and 50% in shares of restricted stock. Instead of receiving a cash payment, directors may elect to have up to 100% of their annual retainer paid in restricted stock.

	•	Restricted Stock.    As part of the annual retainer, $40,000 – $80,000 of restricted stock is issued to directors on the date of the Annual Meeting. The stock vests over three years, with one-third of the stock vesting each year.

	•	Fees for Audit Committee.    Members of the Audit Committee receive an additional fee of $1,000 per meeting (generally $4,000 per year).

	•	Reimbursement of Expenses.    Directors are reimbursed for out-of-pocket expenses incurred in connection with their attendance at Board and Committee meetings.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Strayer Education, Inc. Board of Directors is composed of three directors – Messrs. Wargo (Chair), Johnson and Milano. Between February 13, 2006, the date of the last Compensation Committee Report, and February 13, 2007, the Compensation Committee met four times.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis section and, based on the review and discussion, the Committee recommended to the Board to include this information in the Corporation’s Annual Report on Form 10-K and Proxy Statement.

Compensation Committee:

J. David Wargo, Chair
Robert L. Johnson
Todd A. Milano

Dated: February 13, 2007

AUDIT COMMITTEE REPORT

The Audit Committee of the Strayer Education, Inc. Board of Directors is composed of three directors, all of whom are independent, as independence is defined under the NASDAQ Listing Standards and Rule 10A-3(b)(1) of the 1934 Act. The Audit Committee is currently composed of Messrs. Gensler (Chair), Grusky and Waite. The Audit Committee operates under a written charter first adopted in 2001 and which has periodically been subsequently revised by the Committee to reflect regulatory developments. The Corporation will provide a copy of the charter to any person without charge, upon request. Persons wishing to make such a request should contact Sonya G. Udler, Vice President – Corporate Communications, 1100 Wilson Blvd., Suite 2500, Arlington, VA 22209, (703) 247-2500. In addition, the Audit Committee charter is available on the Corporation’s website, www.strayereducation.com. Under the Audit Committee Charter and the Committee’s current policies, the Committee performs a variety of tasks, including being directly responsible for the appointment, compensation and oversight of the Corporation’s independent registered public accounting firm, reviewing the Corporation’s accounting policies and reviewing the Corporation’s unaudited quarterly earnings releases and periodic filings with the SEC that include financial statements, and reporting to the Board of Directors.

The management of the Corporation is responsible for the Corporation’s internal controls and financial reporting process and for maintaining the Corporation’s compliance with applicable accounting standards. PricewaterhouseCoopers LLP, the Corporation’s independent registered public accounting firm, is responsible for performing an independent audit of the Corporation’s financial statements in accordance with generally accepted auditing standards and to provide a report thereon. The Committee is not involved in the preparation of the Corporation’s financial statements or audit, but instead its responsibility is to monitor and oversee these activities by management and the auditors, respectively.

In connection with this responsibility, during 2006 the Committee met and held discussions with management and the independent registered public accounting firm four times. The Committee reviewed and discussed the audited financial statements with management. Management represented to the Committee that the Corporation’s consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Committee reviewed and discussed the consolidated financial statements with management and, independently with PricewaterhouseCoopers LLP. The Committee also discussed with PricewaterhouseCoopers LLP the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (Communications with Audit Committees).

During the year 2006, management conducted the documentation, testing and evaluation of the Corporation’s system of internal control over financial reporting in response to the requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations. The Audit Committee was kept

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apprised of the progress of the evaluation and provided oversight and advice to management during the process. In connection with this oversight, the Committee received periodic updates provided by management and PricewaterhouseCoopers LLP at each regularly scheduled Committee meeting. At the conclusion of the process, management provided the Committee with a report on the effectiveness of the Corporation’s internal control over financial reporting. The Committee also reviewed the report of management contained in the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 filed with the SEC, as well as PricewaterhouseCoopers LLP’s Report of Independent Registered Public Accounting Firm (included in the Corporation’s Annual Report on Form 10-K). This report of PricewaterhouseCoopers LLP related to its audit of (i) the consolidated financial statements, (ii) management’s assessment of the effectiveness of internal control over financial reporting, and (iii) the effectiveness of internal control over financial reporting. The Committee continues to oversee the Corporation’s efforts related to its internal control over financial reporting and management’s preparations for the evaluation in fiscal 2007.

The Committee has received from PricewaterhouseCoopers LLP the written disclosures and the letter required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and has discussed with PricewaterhouseCoopers LLP its independence. PricewaterhouseCoopers LLP advised the Committee that there were no disagreements with management regarding the preparation of the Corporation’s financial statements or the conduct of the annual audit.

Based upon the review and discussions referred to above, the Committee, consisting of the members for the fiscal year ended December 31, 2006, recommended to the Board of Directors that the audited financial statements for the year 2006 be included in the Corporation’s annual report on Form 10-K for the year ended December 31, 2006, filed with the SEC, and that PricewaterhouseCoopers LLP be retained as the Corporation’s independent registered public accounting firm for the fiscal year 2007.

Audit Committee:

Gary Gensler, Chair
Robert R. Grusky
G. Thomas Waite, III

Dated: February 12, 2007

Certain Transactions with Related Parties

The Corporation had no transactions with related parties during the fiscal year ended December 31, 2006. The Corporation prohibits conflict of interest activities by any Director or Officer unless specifically approved in advance and in writing by the General Counsel, CEO, and Audit Committee of the Board of Directors after full disclosure of all aspects of the activity. Any such activity will be publicly disclosed. See ‘‘Code of Business Conduct’’ in this Proxy Statement for more information.

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PROPOSAL 2

Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit Committee and the Board of Directors have appointed the independent registered public accounting firm of PricewaterhouseCoopers LLP to serve as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2007. PricewaterhouseCoopers LLP has acted as the Corporation’s independent registered public accounting firm for the fiscal year ended December 31, 2006. Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting and will have an opportunity to make a statement if they desire and to respond to appropriate questions. Although stockholder ratification of the appointment of auditors is no longer required as a technical matter, the appointment of PricewaterhouseCoopers LLP is being submitted for ratification as a matter of good corporate practice in order that the Audit Committee may take into consideration the views of stockholders on this matter.  The ratification of the appointment of PricewaterhouseCoopers LLP requires the approval of a majority of the votes cast at the Annual Meeting.

The Board of Directors recommends a vote for the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2007.

Principal Accounting Fees and Services

Set forth below are the services rendered and related fees billed by PricewaterhouseCoopers LLP for 2005 and 2006:

			2005						2006
Audit Fees
Recurring:
Consolidated financial statements audit				$	354,000					$	375,000
Non-recurring:
Implementation of FAS 123(R)					—						39,625
Other					3,310						5,610
					357,310						420,235
Tax Fees
Preparation of corporate tax returns					28,950						33,000
Other Services
License fee for accounting database					1,000						1,500
				$	387,260					$	454,735

It is the Audit Committee’s policy to pre-approve all audit and non-audit related services provided by the Corporation’s independent registered public accounting firm. All of the services described above were pre-approved by the Corporation’s Audit Committee.

Stockholder Proposals

All stockholder proposals intended to be presented at the 2008 Annual Meeting of Stockholders must be received by the Corporation no later than November 24, 2007 and must otherwise comply with rules of the SEC for inclusion in the Corporation’s proxy statement and form of proxy relating to the meeting.

SEC rules also establish a different deadline for submission of stockholder proposals that are not intended to be included in the Corporation’s proxy statement with respect to discretionary voting. The discretionary voting deadline for the Corporation’s 2008 Annual Meeting is February 7, 2008. If a stockholder gives notice of such a proposal after the discretionary voting deadline, the Corporation’s proxy holders will be allowed to use their discretionary voting authority to vote against the stockholder proposal when and if the proposal is raised at the Corporation’s 2008 Annual Meeting of Stockholders.

Other Matters

The Corporation knows of no other matters to be presented for action at the Annual Meeting other than those mentioned above. However, if any other matters should properly come before the meeting, it is intended that the persons named in the accompanying proxy card will vote on such matters in accordance with their best judgment.

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Exhibit A

REVOCABLE PROXY

STRAYER EDUCATION, INC.

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 2, 2007
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned stockholder hereby appoints Robert S. Silberman, Gregory Ferenbach and Mark C. Brown and any of them, attorneys and proxies of the undersigned, with full power of substitution and with authority in each of them to act in the absence of the other, to vote for the undersigned at the Annual Meeting of Stockholders of the Corporation to be held on May 2, 2007 at 8:30 a.m. (Eastern time) at the Twin Towers Conference Center, Mall Level, 1100 Wilson Boulevard, in Arlington, Virginia, and at any adjournments thereof, in respect of all shares of the Common Stock of the Corporation which the undersigned may be entitled to vote, on the following matters:

PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY TO ENSURE A QUORUM AT THE MEETING. IT IS IMPORTANT WHETHER YOU OWN FEW OR MANY SHARES. DELAY IN RETURNING YOUR PROXY MAY SUBJECT THE CORPORATION TO ADDITIONAL EXPENSE.

(Continued and to be signed on the reverse side)

A-1

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ANNUAL MEETING OF STOCKHOLDERS OF

STRAYER EDUCATION, INC.

MAY 2, 2007

Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.

- Please detach along perforated line and mail in the envelope provided -

THE BOARD OF DIRECTORS RECOMMENDS A VOTE ‘‘FOR’’ THE ELECTION OF DIRECTORS AND ‘‘FOR’’
PROPOSAL 2. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE
MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE

1.  Election of ten Directors by all Common Stockholders:
						NOMINEES:
			FOR ALL NOMINEES			O Robert S. Silberman O Dr. Charlotte F. Beason
			WITHHOLD AUTHORITY FOR ALL NOMINEES			O William E. Brock O David A. Coulter O Gary Gensler
			FOR ALL EXCEPT      (See instructions below)			O Robert R. Grusky O Robert L. Johnson O Todd A. Milano O G. Thomas Waite, III O J. David Wargo
INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark ‘‘FOR ALL EXCEPT’’ and fill in the circle next to each nominee you wish to withhold, as shown here: -
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted.

FOR

AGAINST

ABSTAIN

2.

To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Corporation for the fiscal year ending December 31, 2007.

This proxy, when properly executed, will be voted as directed herein by the undersigned shareholder. However, if no direction is given, this proxy will be voted FOR the election of all nominated directors and, FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Corporation’s independent registered public accounting firm, and on other matters in the discretion of the proxy holder as he may deem advisable.

The undersigned hereby acknowledges prior receipt of a copy of the Notice of Annual Meeting of Stockholders and proxy statement dated March 23, 2007 and hereby revokes any proxy or proxies heretofore given. This Proxy may be revoked at any time before it is voted by delivering to the Secretary of the Corporation either a written revocation of proxy or a duly executed proxy bearing a later date, or by appearing at the Annual Meeting and voting in person.

If you receive more than one proxy card, please sign and return all cards in the accompanying envelope.

Please mark, sign and date this proxy and return it to ensure a quorum at the meeting. It is important whether or not you own few or many shares. Delay in returning your proxy may subject the Corporation to additional expenses.

Signature of Stockholder:                                                    Date:                        Signature of Stockholder:                                                    Date:

Note:

Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as an executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please have a duly authorized officer sign under the full corporate name, giving full title as such. If signer is a partnership, please have an authorized person sign in partnership name.

A-2

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