Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
DENNIS WILLIAM C
   2. Issuer Name and Ticker or Trading Symbol
LAUREATE EDUCATION, INC. [LAUR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, Latin America Ops
(Last)
(First)
(Middle)
1001 FLEET STREET		 3. Date of Earliest Transaction (Month/Day/Year)
10/09/2006
(Street)

BALTIMORE, MD 21202		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/09/2006   M   15,000 A $ 17.54 68,235 (1) D  
Common Stock 10/09/2006   F   3,550 D (3) 64,685 (1) D  
Common Stock 10/09/2006   S   9,750 D $ 50 54,935 (1) D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options (rt to buy) $ 17.54 10/09/2006   M     15,000   (4) 04/30/2013 Common Stock 15,000 $ 0 75,000 D  
Options (rt to buy) $ 5.95               (2) 10/01/2011 Common Stock 1   75,001 D  
Option (rt to buy) $ 46.37               (5) 09/20/2012 Common Stock 100,000   175,001 D  
Option (rt to buy) $ 46.37               (6) 09/20/2012 Common Stock 25,000   200,001 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DENNIS WILLIAM C
1001 FLEET STREET
BALTIMORE, MD 21202		       President, Latin America Ops  

Signatures

 William C. Dennis   10/11/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes 18,000 time-based restricted shares of common stock. Risk of forfeiture as to these shares will lapse on 4/30/2007. Also includes an additional 30,000 performance-based restricted shares of common stock, which was granted on 9/20/2005. As to these shares, risk of forfeiture will lapse as to 7,500 shares on each of 3/31/2007, 3/31/2008, 3/31/2009 and 3/31/2010, assuming, as of the applicable lapse date for each 7,500 share tranche, certain performance levels have been achieved.
(2) All options are currently exercisable.
(3) Shares withheld.
(4) 60,000 options are currently vested and exercisable. The remaining 15,000 options vest on 4/30/2007.
(5) 25,000 options are currently vested and exerciseable. An additional 25,000 options vest on each of 9/20/2007, 9/20/2008 and 9/20/2009.
(6) 12,500 options are vested and exerciseable. The remaining 12,500 options vest on 9/20/2007.

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